The Unlikely Ally
by Jalaras
Summary: Homura's story has been told many times, she's lived it many times, and knows what to expect. But as her story starts again, a new figure drops into it. This figure confounds her and suddenly the story that seemed so familiar to her and the others begins to change drastically. For better or worse? See for yourself. SPOILERS Reboot of InGodzHandz Fanfic.
1. The Strange Kyubey

_**STOP! IF YOU HAVE NOT SEEN THE SERIES, TURN BACK NOW. THIS FANFIC ASSUMES THAT YOU HAVE AND WILL SPOIL MANY OF THE PLOT POINTS OF THE SERIES.**_

 _ **YOU HAVE BEEN WARNED!**_

* * *

 _ **The Unlikely Ally**_

 **Chapter 1: The Strange Kyubey**

* * *

 _ **(Soundtrack: Titan AE Limited Edition Soundtrack: Prologue/Drej Attack)**_

 _This story happened a long while ago. It's over, nothing can be done to change that. It was a story of friendship, hope, love and caring for others. It was a story of shattered dreams, selfish wishes and despairing souls. It was a story of how our most selfless desires can be warped into the most selfish actions._

 _It was the story of the end of one age and the beginning of a new one._

 _But the strangest thing about this story was this, that it repeated over and over again, due to one girl's wish. And so, even as this story has already been told many times before, with all those choices being written into the tapestry of time, it's happening right here and right now._

 _It's happening as you read these words._

 _This is the story of how the system of Magical Girl's comes to a close. Despair has eaten away at them for decades and centuries and they cry out for someone, anyone to free them from this torture._

 _And someone perks up, and listens._

* * *

 _Notice the waves, each moving in it's own order. Predictable. Unchanging. But drop in a single stone, and see how the pattern changes. Everything around it is altered._

 _-Delenn, Babylon 5, The Gathering._

* * *

Reality existed. That's what it does. This particular reality was home to many various creatures and people. Some beings might be right at home here, while others would find it hard to adapt to it if they somehow found themselves there and still others would be enormously confused by this place's very laws and state of being.

But for the purposes of our story, we'll start on a planet with a long history. One being currently used as a an energy harvest point by the Incubator. This situation had occurred for a long time, little occurring on the surface to change it. However, something strange had been happening with time in the last month. Some with a bit more sensitivity to magic and the like felt it more strongly, even if only subconsciously. Specifically, to some, it felt as though it was never going to end. Still, most dismissed it as the side effect of long days at work or just as part of the normal stresses of life.

 _ **(Soundtrack: Puella Magi Madoka Magica OST - Magia)**_

But to one girl, the feel of a never-ending month was more literal than you could think. Homura Akemi strode forward across a blasted wasteland that was once a thriving city. Above her a creature hovered, raining death and destruction down on the land below. The creature was shaped in the form of an upside down woman in a jester costume. Her body ended at the waist, where cloth gave way to what seem like enormous grinding gears, moving in endless circles with a kind of sad inevitability to it. From the creature's unmoving mouth, twisted into an almost painful looking frozen smile, a terrible sound emitted. A cry rent the air once more, so loud and yet it was hard to tell if the creature was laughing at the futility of the resistance against it, or crying at some unknown loss.

Homura's face was stoic as she stared up. She touched her shield and within a moment, she had vanished and reappeared in a nearby skyscraper that had had its top half sheared off. Beside her had appeared dozens of missiles that all ignited in an instant and sped towards the floating creature. They impacted, their explosions knocking the monster back. But the smoke cleared and an answering blast of energy flew at Homura, faster than she could react. The attack slammed into both the tower and herself and she felt a shock of pain as she was flung back through wall after wall of ruined buildings. She finally stopped moving as she slammed into a wall of sheer concrete.

Homura grimaced, but let no cry of pain slip, she was too used to pain and injury to let something like this break her stoic mask. She'd had far more hurtful things happen to her in this past month. Still, as she took stock of her injures she could feel that her body was broken in at least 6 different places. Not as bad as that one time that Walpurgisnacht had eaten her. She struggled to sit up against the piece of debris that she had been flung against. Most of Mitikahara was in ruins, and if the evacuation centers weren't destroyed yet, then they certainly would be in a few minutes. Homura forced her back straight. If she could lure Walpurgisnacht over to the ruins of the shopping mall, she might be able to at least wing her with the gas bombs. She'd literally emptied every single gas station in the city to get all those tankers full, then had to drive them to the place.

A flash of pink caught her eye and . . . of course, she always showed up here at the end, didn't she. Homura supposed she wouldn't be Madoka without her suicidal wish to help others. Well, at least the giant Witch didn't seem to be aware of Madoka yet. Maybe if she just sat there she could, no wait, Kyubey was there too!

Her mask slipped, lost and forgotten as her worst nightmare came true again.

"Madoka!" Homura screamed, her voice shrill and scared, "it's a trick, don't do it!"

Too late. A bright flash occurred as Kyubey reached into Madoka's chest, pulling her soul away from its rightful container. Homura turned away, tears falling down her face, not wanting to see Madoka become like her . . . again. She clutched at her buckler in a movement that was almost as familiar as breathing now. The world dissolved into a mass of colors and noise, which she floated in calmly. For a few moments, Homura let her tears fall, but then she dried them and set her face, reminding herself of the promise she'd made that Madoka didn't remember, in the ruins of the city. She clamped down on her sorrow and fear and shoved it into the back of her mind. She had a job to do, and no matter what it cost, Madoka would survive, and she would have the most wonderful life possible.

Still, as she traveled back in time, Homura got the oddest sensation that this time might be different. She had no basis for this feeling, but it wouldn't go away. Just as she was certain that she must be coming up on her drop-off point soon, she could've sworn she saw a strange shape flicker in her field of view, far too fast to really register what it was, but there nonetheless.

Then she felt the lumpy mattress and sheets of a hospital bed. The same scratchy feeling of the hospital sheets assaulted her, and she pushed the covers back. Once more unto the breach. Maybe this time, things would be different.

Back in the roiling mass of color, reality and time that Homura had just exited out of, a dark humanoid figure sat watching. It was dark like the the void of space and its posture radiated pain and sorrow as it saw the time loop begin again. It sighed deeply as it saw Homura start her next attempt at saving Madoka. As Homura left her Hospital Room, she would swear that she heard an almost familiar voice speaking in her ear.

" _ **Good luck . . . Homura."**_

She shook her head and continued on, putting the strange feeling out of her mind.

* * *

Several days later, after Homura had (once again) been discharged from the hospital, she had resettled the building she'd claimed as her "base." It was a convenient location as it was at about the center of most major locations that she'd become familiar with in her experiences in the time loops, and she had taken some liberty with Magic to spice it up to her liking, one of the only indulgences she allowed herself (and she privately admitted that the giant shadow clock pendulum did well to keep visitors off balance).

As Homura set up in her old haunt, she contemplated what to do. Obviously, she had to keep Kyubey as far away from Madoka as possible, preferably they would never meet at all, but that might be a bit of longshot. If her memory served correctly, Mami would meet up with the girls tomorrow, or at least did in most of the loops and Kyubey would be with her. Killing Mami would probably be more trouble than it was worth. Besides, if she didn't do anything stupid this time around, Mami could be helpful fighting Walpurgisnacht.

A soft noise behind her made her look up and around. There was definitely something standing there, about the size of a cat and white all over. This hadn't happened in any other loop, Kyubey meeting her so quickly. Still probably best to play dumb and not give the creature any idea that she knew exactly what he was.

"Come on out, I can see you, you know."

 _ **(Soundrack: Sword Art Online – Quiet Strain)**_

Kyubey flinched, then slowly, ever so slowly, strode forward into the light. Homura blinked. The creature that was standing in front of her definitely looked like Kyubey, but at the same time, not. Kyubey was obviously made to be cute to young girls, looking like a cat (though Homura found his perpetual smile and staring eyes rather creepy). This thing's face had far different features, his eyes were not simply pupil and were far bigger, they darted to and fro. His mouth also was far wider and moved organically.

The strange Kyubey blinked (Homura noted that she had a hard time remembering Kyubey ever blinking) and she felt the familiar feel of the telepathy that Kyubey loved to use (she supposed that it was too resource intensive for him to actually speak or something stupid like that.)

" _You're an anomaly."_ His voice was clearly male, unlike the normal high androgynous voice that Homura was used to hearing out of Kyubey.

Homura decided to be as vague in her answer as possible, "what?"

The creature tilted its head, and it looked curious. With a small shock, Homura realized that this was the first time that a Kyubey had really had much of any expression on its face. Kyubey would sometimes fake an expression, but she could recall that he'd had trouble getting the small mechanics of it down. This unsettled her more than if Kyubey had simply come in and said that it knew what she was planning. Her hand clenched, almost involuntarily and she prepared to summon her ability to stop time.

The Kyubey, perhaps realizing that she wasn't taking well to him, ducked his head.

" _S-sorry, I . . . well I . . . what I mean to say is . . . I need your help."_

Homura arched an eyebrow, "for?."

The strange Kyubey licked his lips nervously, yet another thing that Homura found rather uncharacteristic for him, _"I, uh, I want to help you fight Witches."_

Homura's eyebrow remained arched, nothing in any iteration before now had been like this. Maybe she should just shoot him and hope that it would distract him from Madoka. The Kyubey was staring at her, tilting his head to the side as though her was studying her. Then he shook himself and said _"I was wondering, how much do you know about the contracts that Kyubey makes?"_

Homura's brow furrowed slightly, what was he playing at, "why would you need me to tell you about yourself?"

The Kyubey's eyes grew angry, then he took a deep breath, _"my name isn't Kyubey, not anymore. And I just wanted to know how much you know about the contracts that Kyubey makes with Magical Girls. I don't recall ever giving you a contract, and I've good reason to think that you're a lot more than you seem."_

Homura stared at the Kyubey in confusion. She decided to lay a bit of bait down "Are you talking about . . . Witches?"

An expression of relief came over The Kyubey or whatever it's name was face. _"Oh good, I thought that I'd have to explain the whole thing, but you already know about how Magical Girls turn into Witches."_

"What?" said Homura.

" _I mean, I was a bit nervous when I saw you and couldn't remember giving you a contract. Of course I probably wasn't the one you gave you a contract but still, I think not even Kyubey knew where you came from. If we work together, I think we really ca-"_ the Kyubey said in a continuous telepathic babble.

"Stop" said Homura in a firm voice. The Kyubey spoke for a few more words before he seemed to comprehend what Homura had said. Then he stopped mid-sentence, and his mouth opened as Homura stood up and pulled a pistol out of her buckler. The small white creature started as the girl leveled the gun at him.

" _Uh, wh-what are you do-doing? I just s-said we could work together an-"_

"Stop" said Homura again, her voice harder than before. Her hand shook slightly before she steadied it.

"Whatever your trying to accomplish with this Kyubey, you won't get anything out of me. So you may as well leave."

" _I'M NOT KYUBEY!"_ the creature shouted mentally while taking a step forward. Homura flicked the safety off of the gun, her finger just a twitch away from putting a bullet into the creature's head. He took a step backwards his eyes wide as he stared at the barrel of the gun being leveled at him. A bead of sweat formed on his forehead and ran down his face. _"I want to help!"_

"I think our definitions of 'help' differ drastically. Get out."

" _But you know about how Magical Girl's turn into Witches, and I want to help you. I can help you, you just need to trust me! How can I get you to trust me!?"_

The Pistol clicked slightly as Homura pulled the trigger softly, only a few more centimeters and the gun would fire.

"Get. Out."

The Kyubey stared for a second longer, then he turned around and sprinted out of the building. Homura waited for a full 30 seconds before allowing herself to click the safety back into place and put the pistol into her Buckler. She sighed deeply, that had definitely been strange, but it was 100 to 1 that that had just been some sort of elaborate trick by Kyubey to get-. No, wait, that didn't really fit in with Kyubey's usual tactics. He usually stretched the truth, or just omitted it, but outright lying wasn't really his forte, or at least something he tried to avoid. Also, that thing had been way too emotional to be Kyubey, and in her experience, Kyubey didn't really change, he never needed to. She'd never recalled him showing emotions like relief or fear, or even really anger.

She picked up her school bag. Whatever it had been, it was gone now, probably never to return. She had much more important things to worry about. How would she keep Madoka from contracting this time?

* * *

The morning wore on, but in other parts of town something interesting occurred. On the surface the day was normal, but each action has a consequence. As we've seen before, one girl's actions had lead to time getting stuck into a loop of around a month for time out of mind, with only herself being any the wiser. However, eventually there was bound to be some side effects. Humans as a whole are privy to several senses that they don't consciously understand, employ or even acknowledge (most often called the "sixth sense"). Thus, especially for the one for whose sake this time loop was occurring, something was bound to slip through the cracks eventually.

And the current situation was only making those cracks widen. Who knows what might come through next?

* * *

Madoka Kaname's eyes popped open. She was clutching one of her stuffed animals so close to her face that he had become slightly hard to breath. She sat up, yawning slightly as the morning light filtering through her curtains turned her room grey. She clutched her stuffed animal close to her, shivering slightly at the images of Mitikahara as a smashed wasteland, that creature hovering overhead raining death down, and the one girl who stood against it.

"Boy, what a crazy dream."

* * *

Sayaka Miki snapped awake and nearly threw herself off of her bed. She was sweating profusely and she grasped her forehead as she recalled the dream she'd just had. Even as the details started to slip away, she felt sweat trickle down her body as she shivered.

"What the heck was that."

* * *

Mami Tomoe wasn't unused to nightmares, with what she did in her spare time (fighting nightmarish creatures born from curses) it was honestly a bit surprising she didn't have more nightmares. However, her nightmares normally involved her parents in some capacity, not some girls she'd never seen before, though she did recognize the school uniform. As she got ready for school, Mami shrugged the dream off easily, she had a potential Witch on her radar and she intended to track it down after classes ended. She'd forgotten about the dream by the time she had set off.

* * *

Kyoko Sakura felt she must've eaten some really weird food to get dreams like that. She supposed that she shouldn't be surprised considering the combination of stuff that she ate. She put the dream out of her mind quickly as she got up from bed. There were witches that needed hunting.

* * *

 _"Well that went horribly"_ he thought as he ran away from Homura's home. _"Still, she definitely knows more than she should, which probably makes her my best chance for help."_

After running for a few blocks, he stopped in an alleyway beside a dumpster, breathing heavily. After a few seconds, he glanced back at the entrance of the alleyway. He wasn't sure now how he'd be able to gain her trust, or at the very least, her help, but he needed to think rationally about the situation.

A few seconds into his contemplation, he let out a frustrated groan and began banging his head against the brick wall behind him.

" _Stupid, why did I think she'd just trust me? I just show up out of the blue and start babbling about soul gems and I just expected her to accept it! She probably hates Kyubey! I'm just lucky she didn't assume I was trying to contract her friends and blow me awa-"_

He stopped mid-sentence as an idea occurred to him. Homura had been in a schoolgirl's uniform and he knew that Kyubey was active in this area. He was probably scouting around the school, looking for new girls with exceptional Magical talent. He knew from experience that Kyubey never stopped once he had a new subject in his sights that he wanted to add to the system. Unless . . . unless he had something to distract him, perhaps a rogue drone.

Maybe, if he could show Homura that he didn't have anything to do with Kyubey anymore, maybe she would be more open to an alliance. Even if she wasn't, he could probably follow Kyubey to find some of the local Magical Girls and maybe they'd be more willing to listen.

He shook his head. What was he thinking? Why would Kyubey be more invested in what he saw as just a rogue drone than the very reason he was on Earth in the first place. And how exactly was he going to prove to Homura that he wasn't in league with Kyubey? It wasn't as though she'd be stalking him too! He was just one bad idea after another today, wasn't he. Unfortunately, as he thought for a few more minutes, no better idea seemed to materialize.

Well, a bad idea was better than no idea. Was it? This whole state of being was still new to him so he couldn't really tell if a bad idea was better than no idea. But anyway, may as well give this bad idea a shot instead of sitting here in the trash.

With a clear purpose, he picked himself up and strode off towards the school.

* * *

 _ **(Soundtrack: Puella Magi Madoka Magica - Desiderium)**_

Both Madoka and Sayaka were yawning slightly as they made their way towards school. Upon noticing this, Sayaka asked the obvious question.

"You didn't get much sleep either, did you?"

Madoka shook her head, "no, I woke up really early because I had the weirdest dream. I couldn't get back to bed after that, so I just laid down until I had to get ready for school."

"Huh, the same thing happened to me. I had a really freaky dream, it creeped me out so much that I couldn't get back to sleep. Don't remember much of it now, though."  
"Wow, my dream was really scary too. "

Their friend Hitomi joined them, walking side-by-side and the three compared notes on their current school assignments, who had done what, and who still had work to do. As they walked along, Madoka couldn't help but let her mind drift back to the little she remembered of that dream, the ruined city, and . . . that girl. For whatever reason, that girl stood out to her, long raven hair, a fantastical outfit, fighting a hopeless fight. Somehow the girl seemed so familiar to her, even though she was certain that she'd never seen the girl before.

Perhaps that should've prepared her for the extremely weird day she was going to have as she sat down for class. The teacher announced that they had a new transfer student and, to her utter shock, it was the same girl that she'd seen in the dream.

The girl, Homura Akemi was her name, seemed rather standoffish and quiet. In spite of being surrounded by other girls during the lunch period, she quickly made an excuse and, to Madoka's great surprise asked her to escort Homura to the nurse's office. While it had made sense for Madoka to do so, she was the nurse's assistant, what didn't make sense was how Homura seemed to know the exact path to the Nurses Office when she supposedly was new to the school.

She thought that her asking those questions on the bridge like 'do you value your life?' had been very strange, and Sayaka had agreed when they met after school in their favorite cafe with Hitomi. While Madoka had been rather intimidated by Homura, she had gotten the feeling that Homura didn't actually mean her any harm.

As her friends discussed Homura's weird behavior, she decided to confess the strange feeling of familiarity she'd gotten.

"Somehow, I feel like I know her from somewhere."  
Sayaka glanced sharply at Madoka, "okay, what do you mean by that!"

Madoka was surprised by Sayaka's reaction, but she continued, "last night, I had a dream and she was in it."  
Hitomi looked intrigued by this bit of info, but Sayaka put a hand against her forehead while closing her eyes with an incredulous expression.

"Seriously, you too?! I had a dream last night and I could've sworn I saw that Homura chick in it."

Hitomi looked between the two of them, "well, what were your dreams about?"

Madoka sighed, "that's the funny thing, like I said this morning, I don't remember much of it, but I just remember that she was there."

Both girls looked at Sayaka who just said, "ditto. Gah, are we turning into Anime characters or something? If I start getting visions from another life, I don't think I can take it."

The three girls giggled and Sayaka continued the idea, "what if she just suddenly started spouting off corny one-liners like, 'I knew you in a past life,' and 'change your ways or the world will be destroyed,' or even 'you used to be a god!'

The three girls dissolved into fits of giggles and the rest of the conversation was considerably lighter. Hitomi theorized that they actually had seen Homura somewhere before, and that their minds had simply used her face for whatever dream they'd both had (even if the concept of them both having the same dream was still mildly disturbing). Soon though, Hitomi had to leave for one of her many things she had to practice for, and Madoka and Sayaka decided to go shopping at the mall. Little did they know that they were being followed.

* * *

He strode out from behind the air vent, and spotted the Kyubey drone. It was leaning off of the building and staring down at the two girls who were striding into a Mall. He stopped, questioning if it was really wise for him to out himself, what if Kyubey caught him? He shook his head, even if he had emotions now, he couldn't allow them to control him or stop him from fixing things. Besides, wasn't that kinda the point of this whole thing, give Kyubey a bigger target so he'd be distracted from his current prey? It was more logical for him to be the target than anyone else. Those girls had many people who would miss them, and he . . . he was the better target. Well, time to see if this terrible idea actually worked.

He coughed lightly, and Kyubey looked around, his eyes locking onto him. His expression didn't alter, not that he expected it to, it was still a bit of a novel experience to him when he moved his muscles in time with the emotions he was feeling. He felt Kyubey attempt to form a connection with him mentally, attempting to download his memories like normal. He frowned and blocked him, causing Kyubey to tilt his head.

" _Oh, there you are. Are you here for repair?_ " Kyubey asked mildly. He could sense that, failing at directly accessing his mind, Kyubey was broadcasting the message to the general area of the roof. He blinked, staring at Kyubey in confusion.

" _What you talking about?"_

Kyubey glanced back at the Mall for a moment, then he looked back at him.

" _Well, whenever a part of a whole breaks, then it needs repairing. You are a part of the whole, and like any drone that loses it's connection, you need repair. Though I admit, you have taken longer than was necessary. What have you been doing all this time?"_

His eyes narrowed, _"that's none of your business."_

Kyubey tilted his head, staring at him. A good solid 30 seconds of silence fell between them. It stretched on and he began feeling distinctly unnerved. The experience of looking at, well, him and seeing what he'd been like was very disorienting. Still, focus on the priorities, distraction of Kyubey.

* * *

Homura sat on the Chimney and watched as the strange Kyubey she'd met earlier that day walk out and begin speaking with another Kyubey. If this was some sort of elaborate trap, it was a pretty good one. Though she wasn't sure why she could hear the conversation, but perhaps it was just that she was in close enough proximity to pick it up (Magical Girls in general usually had the ability to psychically connect to Kyubey for convenience sake.) But her doubts that she'd had that morning were growing, as she was certain that Kyubey didn't know she was here and watching him, and it didn't seem as though the abnormal Kyubey had been lying earlier. She leaned in, listening in on their conversation.

" _I'll be ready to take you back to our home base in a little bit. I can get another drone to escort you, but right now I have pressing business to attend to."_

The abnormal Kyubey, that, if she heard correctly, just seemed to be one of Kyubey's bodies that was having technical issues (or at least, that was how Kyubey saw it), tensed. When he spoke, his voice was sharp.

" _That's a problem. Why are you interested in those two girls?"_

The normal Kyubey stepped up onto the building edge while still glancing back the the abnormal Kyubey.

" _You must have really been damaged if you've forgotten our core directive. These two girls have potential to be Magical Girls. One of them might have more potential than anyone I've ever seen. If you could just wait here for a little while, I'll be able to get another drone here to lead you back to base."_  
The malfunctioning Kyubey took a very aggressive step towards the normal one.

" _No thanks. Actually, I was hoping that I could convince you to stop trying to get contracts."_

Homura casually noticed that the normal Kyubey had frozen, as she digested this piece of dialogue.

" _You know our mission, to save the universe from heat death. To do this, we need to gather energy, and to gather energy we-"_

" _I know how we gather energy Kyubey. Though I will confess, I don't really know why you are."_

" _Why 'we' are.'_

The abnormal Kyubey scowled angrily, _"nooooo, why 'you' are. I'm sure you know that I'm not a part of the Hive anymore, thus I can't really be lumped into a 'we' statement can I? But anyway, let me ask you this. When is the universe going to end Kyubey? If we stopped right now, when would it end."_

The normal Kyubey stared for about 5 seconds, and then answered, _"we would exhaust our energy reserves within roughly-"_

" _Not what I asked,"_ the abnormal said abruptly, he continued before the normal Kyubey could speak, _"you don't know, do you. Are you even sure that the Universe is going to end?"_

" _We must prepare ourselves for the eventuality. This exchange is pointless. Remain here and wait for pickup."_

With that, the normal Kyubey made to leap off the building to the street below. But before he could, the abnormal one grabbed his tail in its mouth and pulled him back and away from the building's edge. With a tug, the abnormal threw the normal against a vent that was sticking up and out of building's roof. Kyubey stood up, staring impassively (like always) at the abnormal, who was glaring at him.

" _Get out of here, I'm not letting you talk to those girls. I won't let them down the way I did the others."_

Both Kyubey's were still for a few seconds. Then the normal one hopped through the vent he'd been thrown against, and Homura heard him scurrying away. The abnormal got a look of shock on his face for half a second, then he was running into the vent himself, fast as a bolt of lightning.

Homura stood up, mulling over what she'd just heard. She turned and began making her way towards the music shop as she knew that was where Madoka would be. Kyubey was sure to go towards where Madoka was, and perhaps she could intercept him. That and perhaps she'd get another chance to talk to the abnormal Kyubey again. Maybe, if she was in luck, she could get some help this time around. It wasn't particularly the sort of help she'd wanted, but, if she were being honest with herself, she'd run out of any truly new ideas long ago on how to try and save Madoka. If this thing wanted to help her and it was useful . . . she could handle it. She wouldn't like it, but she could handle it.

* * *

Madoka and Sayaka wandered into a music shop, casually listening to some of the displays. Madoka put on some headphones, bobbing her head to one of the latest albums to be released.

" _Help . . . me. . ."_

She looked around, confused as what sounded like a voice in her head appeared. She took off the headphones, staring around the shop, wondering if she'd just imagined it.

" _Madoka, help me . . ."_

The voice was heard again, high and slightly androgynous, it sounded in pain and though it sounded like it was coming from within Madoka's own head, she could instinctively tell that it was coming from above her.

Almost without thinking, she began walking out of the shop, heading for some stairs to the upper levels of the mall. The voice repeated a plaintive cry for help again and again, and Madoka quickened her pace, soon passing into an area of the building off limits to normal customers due to construction.

" _HELP ME!"_

Madoka broke into a run, desperate to find whatever was crying for help.

* * *

 _ **(Soundtrack: Puella Magi Madoka Magica – Gradus Prohibitus)**_

Kyubey tried to make another break for it. Darting forward, he halted Kyubey's progress by clamping down onto his neck. With a heave, he flung the drone across the room, tearing out some of the skin. He was seriously starting to question the viability off his plan. No matter what he did, Kyubey seemed determined to talk to those two girls from before. It might just be better if he were to-

A flash of energy flew across the room and Kyubey only barely avoided being blown to pieces. Homura was standing on one side of the room, in Magical Girl dress and with her hand outstretched, still glowing. She glanced over at the abnormal Kyubey and their eyes met. For an endless moment, they stared at each other, and then she nodded, her lips tight and looked back at Kyubey.

He understood, talk later, fight now. Kyubey was getting back up, his soulless eyes staring at them both. Homura's hand flashed again and another energy bolt leapt forward. This time, it connected, and the drone vanished, leaving only a smoking crater. An instant later, the soft sound of pattering feet came from behind Homura. She whipped around and, sure enough, another Kyubey drone was running off. She shot several bolts of energy after it, and while they singed it's fur, none of them connected. A second later, the abnormal Kyubey darted past her, chasing after the drone.

Homura followed up a second later, shooting more bolts of energy after the escaping white creature. Then, both she and the abnormal saw Kyubey jump and then fall through a weakened section of the floor to the room below. The abnormal Kyubey followed behind him while Homura opted to hop through a closer grate. As she landed, she looked up, and froze. Madoka was sitting 20 feet away, and she was cradling Kyubey, who was acting hurt. Her heart clenched as she realized what this must look like, how tenderhearted Madoka would see only a mysterious and intimidating girl beating up a supposedly harmless cute creature.

Then she calmed herself and stood up. No matter what, no matter who stood in her way, and no matter what she had to do, she would save Madoka. She began to walk out of the darkness of the room and into the light.

Madoka couldn't really tell what sort of creature she had in her arms, it looked like a cross between a cat and a weasel, with white fur and tentacles coming out of its ears. What was more concerning to her was the multitude of scratches and burns that covered its body as it breathed shallowly. A soft sound made her head whip up and she witnessed a creature identical to the one in her hands hop down from the same grate that the first one had fallen from a few seconds before.

But no, it wasn't exactly identical, its face was more . . . more . . . there was no other way to describe it . . . human. While the creature in her hands face seemed to mostly static, in spite of it's clearly in pain breathing sound, the new arrival's face seemed to be expressing a multitude of emotions. Case and point, it was now wearing a face of horror as it stared at Madoka and the creature she was holding.

Footsteps were heard and Madoka looked into the darker portions of the large room she was in. Someone was striding out of the darkness, and with a flash of recognition, she saw that it was Homura. But she looked different. She was dressed in a costume that looked more at place in a fantasy anime than regular dress. On her left arm was some sort of shield, very small. Her face was one of the utmost seriousness as she walked forward, staring at Madoka all the while.

"Get away from that creature" Homura said simply, staring at the being in Madoka's arms, who gave a slight pathetic twitch. Madoka flinched, instinctively shielding the small thing with her body.

"But, he's really hurt." For some reason, the other white creature gave a slight derisive cough. "Leave him alone, why are you trying to hurt him!?"

Homura walked forward, getting within 5 feet of Madoka, her stoic, almost dead eyes not changing, "this doesn't concern you."

"But he was calling me, I could hear him calling my name, he was asking me to help him!"

"Really . . ." Homura said slowly. The other white creature scuffed the ground in either an angry or an annoyed fashion. It glared at the creature in her arms with an alarming amount of hatred, its eyes narrowed.

Madoka and Homura stared each other down for several extremely long seconds. In the darkness somewhere in the room, a soft wind made some chains left over from the construction rustle and clink.

Then, an explosion of white foam seemed to rush towards Homura and the white creature, blanketing them and blocking their vision.

"Madoka! Over here!" Madoka was delighted to hear her friend Sayaka's voice. She turned to see that the foam was in face the result of Sayaka utilizing a fire suppression device, of the kind that's available in most public places. She got to her feet and ran over to her friend who, after expending all the foam inside of the device, threw it in the general direction that Homura had been. Both off them took off, leaving behind the threatening girl and the strange white creature.

Then, the world started to go mad.

* * *

A second before it happened, he sensed the despair of the Witch. The world began to distort and remold as the Witch's Labyrinth surrounded them.

"Why is this happening now?" he heard Homura say, her voice terse with frustration.

" _My thoughts exactly"_ he said telepathically. Homura glanced at him, her gaze guarded, and he was reminded how, only a few hours ago, she was leveling a gun at his forehead. He wondered if she would do the same now. However, she simply sighed and moved forward, following after the two girls who'd just run off with Kyubey and were both now undoubtedly lost up ahead in the Labyrinth.

As he followed, he reflected that as far as the execution of his idea had gone, this had to be his worst failure. Not only had Kyubey completely disregarded him in favor of trying to get to his two new targets, but he had likely just made it easier for him to get them to commit to a contract. Kyubey had made himself look like a helpless and completely innocent creature, and made Homura and himself look like monsters for wanting to hurt him at all. Honestly, a short while ago he would've been impressed. Then again, it likely would've been him who was doing something like that, but that was unimportant.

As Homura and he continued to run, they heard what sounded like a cacophony of gun blasts, and he distinctly heard Homura mutter something that sounded like "Mami," He almost stumbled flat on his face upon hearing that. The Labyrinth began to dissipate as the two of them finally reached the girl and found, to his great surprise, another arrival, this one obviously another Magical Girl. Her outfit was mostly golden and white in coloration and she appeared to be a bit older than the other girls present (the more logical part of his brain idly noted that, especially for her age, she was extremely well endowed in certain parts of her body.)

Homura and the new girl stared each other down, Homura frowning, and the girl smiling slightly.

"The Witch got away, if you hurry, you can still catch it. I don't mind, I'm giving it to you this time."

Her voice was light, as though she was simply giving some friendly advice. Homura's face darkened as she glanced quickly at Kyubey, still nestled in Madoka's arms and still putting up the act of being extremely hurt.

"But I have unfinished business here" she said.

The new girl shook her head, and though she was still smiling, her voice gaining a hint of steel and finality, "I don't think you understand. I'm saying that I'm willing to overlook what you did this time."

The girl glanced to the side, and her gaze landed on the abnormal Kyubey. Her brow furrowed and she looked confused. Her mouth opened and she started to ask, "who-." But at that moment, Homura turned with a flourish and began to walk away. As she walked past the Kyubey that she'd threatened that morning, she looked at him. He was staring at Mami, his eyes so wide she thought that they might pop out of his head and his mouth was hanging open in what looked like shocked disbelief. She prodded him sharply with her foot and he shook his head before looking at her. Her gaze hard as she, with a swift jerk of her head, she indicated that she wanted him to follow.

He started, _"but shouldn't we stay here and tell them-"_  
Homura silenced him with a look, "you want to talk with me, you follow me now. Otherwise I will leave and never listen to you again." After speaking softly, she moved on, walking out of sight of the girls. The abnormal Kyubey turned, looking at the girls with a conflicted expression. It became apologetic as he looked at all of the girls in turn, his gaze seemed to linger on Mami for a second. Then he turned and hurried off after Homura. He just hoped that this was the right decision.

* * *

Homura's place of residence was quiet as the girl and the alien sat down across from each other, both staring at the other. Silence reigned as both sized each other up. Finally, the strange Kyubey spoke.

" _What do you want to know?"_

Homura considered the question, pondering just what she wanted to ask first.

"Why did you attack Kyubey?"

The abnormal glanced at the ground, avoiding Homura's eyes, _"I thought I might be able to get you to trust me if I showed that I didn't like Kyubey at all. Oh, and Kyubey said that he was hoping to get those two girls to make a contract with him and I was hoping to stop him."_

Homura was silent as the abnormal Kyubey continued to speak.

" _I thought that he might be a bit more interested in catching me, than picking up new contracts. Well, I suppose I should've realized he wasn't after he kept trying to go for the girls, but I was kinda panicking."_

"I see," said Homura in a quiet voice. She decided to ask the question that was truly eating at her.

"Why are you different from Kyubey?"

The abnormal glanced at her, his eyes so different and so much more alive than Kyubey's, _"it's a bit of a complicated story. I'm not even sure you'd believe me, though given how you seem to know more than you should, you might."_

Homura simply arched an eyebrow. The abnormal simply sighed, then took a long and fortifying breath.

" _Oookay. Well to start with, I have emotions. Unlike the rest of my kind, I can actually feel and act on that."_

Homura nodded, she'd had her suspicions ever since their first meeting.

" _The big thing that this changes, is that I can empathize, and so, I can feel and understand the pain of humans, Magical Girls, and most importantly, Witches."_

Homura crossed her arms, her gaze never flickering from the abnormal. He looked at her questioningly.

" _You do know, right? About how magical girls turn-"_

"Yes," Homura interrupted. "After they have fallen to despair, or their Soul Gem turns completely black, a Magical Girl turns into a Witch. The Incubators harvest the energy gained from the extreme emotions released by the Witch in order to stave off Entropy."

The Abnormal nodded, _"right, well Kyubey sees this as the only system and way to save the universe. I however, am a bit more skeptical and understanding of the pain that this causes Humanity. My species operates as a Hive Mind, but I'm not a part of it anymore. I refuse to take part in this systematic trickery and torture of human souls. That's why I tried to talk to you earlier, I want to help you fight Witches."_

Homura considered this, she was willing to accept this creature's help, if not his words. He'd need to prove himself before she could truly gain any trust for him. Still, Kyubey was rather easy to "kill" or at least destroy his body, so there was the question of whether nor not this creature even could help her.

"What skills do you have that can help me fight Witches?" she asked mildly.

The abnormal smirked, _"I assume your talking about how Kyubey doesn't fight at all?"_

Homura nodded, and the abnormal continued, _"well, I modified my body to be far tougher when I realized that I wasn't a part of my species Hive Mind anymore. You could probably run me over with a Semi and I'd just get some bruises. I also have access to about the same magical power as your average Magical Girl, maybe a bit stronger. But I have one trick that is a real game-changer, it's how I plan to fight Kyubey."_

The abnormal looked around, Homura got the feeling that he was scanning the area for Kyubey, making sure that they were completely alone. Then he turned and spoke his ability. Homura blinked, taken aback, then new possibilities bloomed in her mind. If what he said was true, she could protect Madoka more thoroughly than ever before. If what he said was true, then the whole system would change. The tiny bit of hope that she carried inside herself (no matter how much she denied its existence) pulsed slightly.

They talked for a long time after that, going over his abilities and how they could work together. In the end, Homura nodded. She disliked having to work with any version of Kyubey, even this one. But if it was for Madoka's sake, then she could stomach it.

"If what you say is true. Then I am willing to agree to an . . . alliance of convenience. I'll protect you and help you get rid of the Witches and in return, you can help me protect Madoka."

The abnormal looked elated, he leapt to his feet and nodded so hard that his face almost impacted his seat.

" _Thank you, thank you, thank you! You have no idea how much it means to me! I promise I won't let you down!"_

Homura stood up.

"Well . . . Kyubey . . . I know where a Witch's lair is. I'd appreciate being shown these "skills" you say you have, tomorrow morning before school."

He smiled, then he registered what she'd called him.

" _Key."_

Homura, who had been walking away, stopped and glanced back, her gaze questioning.

" _My name, it's not Kyubey. It's Key."_

". . . alright. . . . Why?

Key's face grew grim, _"my name is one of the only things I can call my own. I'm not Kyubey, not anymore. I refuse to be Kyubey anymore. I am Key, and I'm going to stay that way!"_

Homura shrugged, and then began to walk off. After a few moments, Key followed behind. She turned around and glanced back at him.

"Where are you going?"

Key started, " _uh, I was just following you?"_

Homura sighed, "I'm going to bed. You can sleep on one of the couches out here."

 _"Oh . . . okay"_ Key said uncertainly.

Homura continued towards her room and shut the door behind her. A few sounds seemed to indicate that she'd locked it as well. Key sighed slightly and turned back. He hopped back onto one of the couches and sat down. After a few minutes his eyelids started to droop and eventually he sunk into the couch and was sound asleep.

* * *

 **Author's Note:**

 **Sooooo, yeah been awhile. Sorry that it took so long (roughly about 5 years) for me to finally step back into the ring here. But after putting a lot of effort into this story, as well as adopting the concept from another author, I really wanted to publish it. I think and hope that my writing has improved since those early days.**

 **Now before anyone who's read from be before panics, let it be known that I have several chapters already written and will try to adhere to a rule of finishing more before i publish what I have. This way, I'll have a backlog of chapters to fall back on.**

 **Now anyone whose read from be before will know be as LordGodsServant. I retitled myself, mostly because I wanted to and gave myself a new profile pic. For more information, look on my profile (if it's updated by this point, which it should be.)**

 **So, as far as the story goes, the soundtrack idea is a bit experimental. It's something I've seen done in other stories and I felt like I'd give it a shot here. I hope I did a good job. Originally, I was just going to have one opening quote, but I wound up liking two out of the three that I had (one based on one of the opening narrations of the "Revenge of the Sith" Novelization and the other cribbed directly from Babylon 5) and just used those.**

 **I really like Madoka Magica, in spite or perhaps because of it's dark feel. Though I have mixed opinions on it's current ending in the Rebellion Movie. I hope that they'll make more soon, and also hope that if they do that they don't make the characters suffer even more than they have already (faint hope I know, but I can dream right?)**

 **I hope that you enjoyed this story, and that I'll finally manage to bring the story through to its end.**

 **Also, shoutout to "InGodzHandz" who kindly allowed me to take the concept and give my spin to it. Her original version, entitled "Madoka Magica: the Unlikely Ally(On Hiatus Until Rebooted) is available for viewing.**


	2. An Alliance of Convenience

**Author's Note:**

 **Sorry it took so long to get this out. But here it is.**

 **This roughly covers the events of Episode 2. However, this one-chapter-per episode thing won't be the rule, and will most likely be broken for Episode 3. As for what happens then, whoo you better hang on to your butts because the time loop is gonna start diverging drastically and not in the way you think (I hope).**

 **Hope you all enjoy this, and don't forget to drop a review, constructive criticism or appreciation are all welcome!**

* * *

 _ **The Unlikely Ally**_

 **Chapter 2: An Alliance of Convenience**

* * *

The Docks of Mitakihara were generally peaceful place, with ships occasionally pulling in and out and people unloading their goods as well as loading others. However, far along them, in a section where they had fallen into a bit of disrepair, two figures were walking. The first was a girl who looked to be either pre-or very early teens, with light purple outfit and long silky black hair. The second was a white creature about the size and shape of a large cat or weasel, of indeterminate species, who had what looked like tentacles coming out of his ears. These two bore the names of Homura Akemi and Key respectively.

But you probably already knew that.

The two were walking alongside each other, Homura staring ahead with a firm resolve and Key occasionally glancing up at her. After a few minutes, he finally spoke.

" _So . . . are you sure that this is where the Witch is?"_

"Yes" Homura said simply. Key blinked, expecting her to continue on, but as the silence stretched on, broken only by the sound of their feet on the increasingly rickety dock boards, he spoke again.

" _Uh, how?"_

Homura stopped, then she slowly glanced at Key who squirmed a bit under her gaze.

"Do you always ask pointless questions?"

Key flinched, _"I . . . I didn't mean-."_  
Before he had finished speaking, Homura was moving on once again, heading towards a warehouse. Key ran to catch up with her. As they came up to the door, which was padlocked, Homura held up hand. In a flash, her clothes seemed to vanish, replaced in an instant by an outfit that looked more in place at a fantasy convention. On her left arm sat a small shield (a buckler) with an inner mechanism that reminded one of a clock. Reaching, Homura's hand seemed to vanish inside of her buckler, and when it was withdrawn, she held a pistol.

" _So that's why we had to stop by that Yakuza hideout_ ," thought Key. " _Still, how the heck did she just vanish and then reappear, either that's teleportation or super-speed, or something."_

 _ **Sountrack: Puella Magi Madoka Magica OST – Gradus Prohibitus**_

A short retort echoed through the deserted dock section, and the lock on the door flew apart. Another shot and the doorknob flew off. Homura's foot kicked out and the door, now deprived of its locking mechanisms, flew inwards, crashing to the floor. She strode forward, into the unlit warehouse, and Key followed.

As they strode past broken boxes and large stacks of metal storage units, Key felt the hackles on his back begin to rise as he sensed a presence. There was no doubt in his mind, a Witch had made this warehouse her home. He and Homura turned a corner, and all of a sudden, water began to flow over their feet. The air thrummed like a storm was coming in, and a flash of lightning struck the ground, dissipating into the rising water level. Key floundered slightly, searching for something that would float as the water level rose above his ability to touch ground. Homura stoically grabbed him by the back of his neck and dragged him onto a large boat that had been stored in the warehouse for time out of mind.

As the Witch's Labyrinth fully took form, revealing a strange storm cast sea, with their boat being tossed in the rough swell, Key turned to Homura.

" _Will this boat hold?"_ he asked nervously as it creaked below him. _"It feels like might break apart!_

"It'll hold long enough," Homura said simply, then she turned to him and pointed at the rudder of the boat.

"Point us due west, that's where the Witch's inner sanctum is. Avoid anything that seems like a safe path, those are traps, and steer us towards the whirlpools."

" _How do you-"_ the boat rocked sharply and Key decided that further questions could wait. He hopped over to the back of the boat, where the steering rudder was, and angled the boat to point due west. Homura stood on the prow, withdrawing a sub-machine gun out of her buckler and, as what looked like a weird combination of squid and sharks started leaping up out of the water, she opened fire.

The creatures, which had lashing tentacles covered in shark's teeth, as well as overly large shark mouths, leapt out of the water and centered on Homura. Key worried slightly, but Homura simply flicked her hand holding the gun around and each creature that leapt at her was blown back, dissipating into nothingness as their bodies were shredded by bullets.

Key looked off to the left and gulped slightly as he noticed that a swarm of dark figures were moving through the water toward them. He gulped harder when Homura told him to head straight for them, but did so. Then, bursting out of the water, tentacles came, hundreds of them. Each thrashed and writhed like a snake that was having a seizure and their frantic movements moved closer and closer to the ship. Homura was still standing stoically on the bow of the ship, staring impassively as about 20 tentacles reared back and then thrust forward at inhuman speeds.

Just as Key was about to abandon the steering and pull Homura out of the way, he felt a wave of Magic, and suddenly the air was thick with bullets. Hundreds and hundreds of bullets blasted forth in a cone around Homura and the tentacles were not so much shredded as they disintegrated before the onslaught. Over 75 tentacles either ceased to exist, or flopped back into the water, too damaged to continue the fight. Key gaped as they moved forward, and he felt magical pulse after pulse, each one being followed with many of the Witch's tentacles meeting a grisly fate at the end of Homura's guns.

Key suddenly noticed that, as their boat drifted west, an enormous whirlpool was growing in front of them, it now spanned 20 feet across and was still growing. Strange things, triangular in shape were rushing around the whirlpool's sides, and at first Key thought that they were more Shark-squids. But as they drew closer, he saw that the shapes looked far more jagged and bony than any sort of fin that any fish had.

" _Teeth,"_ he realized with a thrill of fear. He glanced at Homura, who was staring ahead, with an almost bored expression, even as they drew closer to what Key realized was the gaping maw of the Witch.

" _ARE YOU SURE THIS IS THE RIGHT WAY!"_ Key shouted over the howl of the wind and the churning water. Their boat drew ever closer to the whirlpool, and Homura simply nodded. She reached within her Buckler, seeming to deposit the Sub-machine gun back inside of it, then she withdrew what Key thought looked like some sort of bomb.

Then, as their boat was about to move into the whirlpool proper, Key felt another thrum of Magic in the air, and suddenly the bomb was gone from Homura's hand, as in, it literally vanished. It was replaced by a gun that had an overly large barrel that was already smoking. It was some sort of Grenade launcher. Not even a second later, and multiple explosions blossomed within the whirlpool, blasting huge chunks out of the Witch that had been hiding just below the surface of the water and blowing her razor sharp teeth to smithereens. Key just barely caught what looked like no less than 30 grenades flying through the air before more explosions buffeted the Witch, who finally breached the surface, screaming in agony as it turned to stare down at the two creatures that had invaded its domain. It was massive, having a long cylindrical neck that no doubt split off into the tentacles they had run into earlier further down. It's head was more just a giant maw, circular in shape and currently smoking and on fire in several placed.

Homura turned to look at Key, "I've weakened it severely. If you truly have the powers you say that you do, you should have no trouble defeating it now."

Key swallowed as he stared up at the Witch, who appeared to be breathing heavily and had dipped its head into the water and was sucking it up, probably attempting to alleviate the burn of Homura's bombs.

" _R-right, I'll get on that!"_

With a running start, Key hopped onto the prow of the ship beside Homura. He tensed his body, and with a colossal push downwards, propelled his body towards the unsuspecting Witch. Homura watched as he extended sharp claws and latched himself onto the long neck of the Witch. The Witch thrashed immediately, but Key held firm, pulling himself up towards the creature's mouth.

Key began to pull himself up the Witch's body. A few tentacles rose up out of the water, likely the last that the Witch had left. They slammed against the Witch's body, attempting to hit Key and crush him, but he threw himself to the side time and time again.

 **Soundtrack: Puella Magi Madoka Magica OST – Credens Justitiam**

Then he brought his tentacles that came out of his ears together and concentrated. A bolt of energy grew, light blue like the color of the sea and glowing with a warm light. Homura looked on, interested as Key flung the bolt of energy forward and severed one of the tentacles. The Witch screeched as this happened and continued to do so as Key fired more blasts, severing every tentacle that the Witch sent after him, until finally it had run out. Then Key truly began to run up the Witch's form. It thrashed, trying to buck him off, but he held on tight with his claws, his tentacles gathering a bolt of energy far larger than any of the others he had held before. Homura crossed her arms, gazing with raised eyebrows as the Incubator did something that she'd never imagined Kyubey ever doing.

Key finally reached the lip of the creature's mouth. He reared back, the energy he'd been gathering with his two tentacle appendages pulsating and crackling, about the size of a small car. Then the whipped himself forward, his tentacles flinging the energy down the throat of the Witch. A few seconds delay occurred, and then there was a muted explosion and red flash as the back blast of the attack came streaming out of the Witch.

The Witch collapsed, impacting the ground with a crash and flinging Key off of it. It twitched feebly, still somehow alive but obviously not long for the world. As the water in the Labyrinth seemed to drain away Homura glanced at Key, who was standing up and looking at the Witch with an extremely sad expression. Then he started walking up to it, his eyes glowing. Homura followed, interested to see if he could actually deliver on what he'd promised.

* * *

Mami was a very gracious host and had been happy to explain all of what being a Magical Girl involved to Madoka and Sayaka. It was a lot to take in and both of them naturally had a lot of questions. Still, there was one that Madoka had been dying to ask.

"But, who was that other creature, that looked just like you Kyubey?" Madoka asked.

Mami put her teacup down, "I've been meaning to ask you that too Kyubey. It is he a friend of yours?"

Kyubey closed his eyes, seeming to stare up towards the Heavens in thought.

" _You humans have people who suffer mental illness, don't you?"_ he said finally.

"Well yeah, of course we do," Sayaka answered.

" _It's sad to say, but my kind do too. And that member of our species is suffering from mental illness. It's complicated to explain, but he went missing awhile back and he only reappeared today to attack me."_

Sayaka smirked, "figures the psycho Magical Girl would get the Psycho Mascot."

" _Indeed,"_ Kyubey nodded. _"I suspect that he's trying to use Homura for protection so I don't take him away to be cured. Don't worry though, if he does anything really bad, I'll be sure to find a way to get him treatment."_

"How sad," Madoka said while looking down, "he must be so lonely."

" _Yes, he must,"_ Kyubey agreed while nodding his head with closed eyes.

"Out of curiosity, what sort of mental illness is he suffering from?" Mami asked mildy while sipping at her tea.

Kyubey strode over to the window, staring out over the city. He was silent for a few seconds. Perhaps thinking that they'd brought up a sore subject, Madoka spoke up, "i-if it's too painful you don't have to talk about it!"

Kyubey nodded, _"thank you Madoka. Mental illness is taken very seriously among my kind, and we make sure that those that suffer from them are given treatment and cured, no matter how long it takes."_

Sayaka grinned, "heh, maybe the next time we see Homura we could force him to go and get help. Mami could definitely beat Homura in a fight, and we could do something good for the cause of fighting Witches!"  
Mami smiled, slightly embarrassed, "thank you for the compliments Sayaka, but really I try to avoid fighting other Magical Girls. There are plenty of Witches to go around without us making things harder by hurting each other."

" _Besides,"_ Kyubey leapt up on the table, _"even if he is suffering from a mental illness, I'm confident he'll come back eventually. Even so, he can't really do anything seriously bad. Who knows, maybe he'll find out more about Homura and tell us when the time is right."_

* * *

The Docks of Mitakihara, still peaceful, but much more safe, once more played host to a Magical Girl and an abnormal Incubator walking along them. They had exited a warehouse and had strolled to the end of one of the piers. Homura sat down, dangling her legs out over the water as she stared out at the rising sun. School would be starting in a few hours and, in spite of her having already learned the curriculum many times over, it would cause strange questions if she didn't attend. Still, she had to contemplate what she had just seen and how it impacted her quest to save Madoka Kaname.

The Rogue Incubator sat down beside her. She could tell he was strained, panting heavily and with sweat beading his forehead. It was quite a novel experience, seeing Kyubey (even if this Rogue Unit had altered itself, it still looked overall similar to Kyubey) actually look flustered.

" _That . . . wasn't any nicer . . . the second time"_ the Rogue Incubator gasped. So, it was only the second time he'd done it then. For a moment she wondered what the circumstances had been for his first use of that skill, then she dismissed it, the particulars weren't important.

"You seemed happy enough while doing it, especially with what it did to the Witch" she observed.

The Rogue Incubator took a few moments to gasp further, then he answered, _"it's not that I don't want to do it, I do, or that I'm unhappy about what it does, it's one of the few things that I know makes me truly happy. But it hurts a lot, and that thought of having to do that again and again and again and again. . ."_ He trailed off and Homura saw a spark of panic in his eyes. But it was gone the same second and he simply sighed.

" _Maybe this is just punishment for everything I did,"_ he said softly. Homura felt slightly uncomfortable, then she reminded herself that, Rogue or not, he was still an Incubator. She stood up, her tone brisk as the morning air.

"School will start soon. It would likely be best if you came with me."

The Rogue Incubator took a deep breath, then shook himself, straightening up.

" _Yeah, maybe we can talk to the others and tell them about Kyubey during break or something."_

Homura resisted the urge to roll her eyes as she turned and began walking away, the Rogue Incubator following behind. This creature really didn't have much concept of how easily Magical Girl's (Mami especially) broke and despaired when confronted with the truth of their situation.

"It would be unwise to do so" she said simply.

" _Why?"_ the Rogue Incubator had caught up and was looking up at her with curious eyes. _"The longer that Kyubey's able to feed them the wrong information, the more likely it is that they'll become Magical Girls. Isn't that what we're trying to avoid here?"_

Touché, Homura thought. Still, Mami had rarely reacted well to the knowledge that she was engineered to become a monster now. Homura could never quite forget the time that, after having to kill Sayaka's Witch, she'd found herself tied up in ribbons and facing a tear stricken Mami who'd almost killed her. Were it not for Madoka killing Mami (something that Homura currently found very hard to forgive Mami for, forcing Madoka to suffer that) Homura's efforts to save Madoka would've ended there and then. She'd found it was best to let Mami handle the first stage of the Magical Girl training (Homura grudgingly admitted that Mami was very good at teaching and protecting others). A part of her did twinge when she saw Mami training and showering affection on the others, but not her, but she tried not to think about those first few time loops where Mami had taken it upon herself to look after and nurture her younger friend's talents.

"Kyubey would likely simply claim that you're unwell. He already views you as insane, and he has the girl's trust for the moment. This is a situation that requires . . . a delicate hand."

The Rogue Incubator thought for a moment, looking perturbed, then he slowly nodded.

" _Okay, I can understand that, I think. But how are we going to help them if they think that we're out to kill them or take their Grief Seeds? Wouldn't it be more prudent to try and befriend them, then maybe ease them into the truth? I'll grant you that most Magical Girls don't react well to learning that they're literally made to suffer, but I can help with that, so wouldn't that be a mitigating factor?"_

"We don't need their friendship in order to protect them" said Homura simply. Friendship had never worked out for her, except for Madoka, the others had shown their true colors throughout the time loops as they continuously got in her way and made the situation worse whenever she tried to fix it.

" _But, wouldn't being their friends make it easier? Most of the Magical Girls that I contracted with considered me their friends and that always made it easier to . . ."_ he stopped for a moment as Homura's knuckles clenched and her face grew more tense. He quickly moved on, _"a-anyway! I still think that we should try and be nice. If we could gain their trust, we could at least get Mami to help us thwart Kyubey and who knows! Maybe all you need is another friend and then we-"_

Homura stopped abruptly and simply turned her head to glare down at the Rogue Incubator. He stared up at her and gulped. She had wasted enough time loops dealing with naïve idealists, and she was not about to let another one, even if he was currently her trump card, ruin this new chance.

"We are not revealing anything to them yet. At school, you will stay by me and you will not attempt to talk to them. Am I clear."

Even though it came telepathically like all the rest of his speech, his answer still sounded like a half heard squeak.

" _Yes."_

Homura nodded, "good." Then she turned and walked on. After a moment, the Rogue Incubator followed.

* * *

As Madoka and Sayaka sat down for class, both were slightly nervous and kept glancing towards the seat where the strange new girl Homura sat.

Sayaka looked back at Kyubey who had leapt up onto her desk (still invisible to all but them).

"You sure its safe for you to be seen with us?"

Kyubey cocked his head, his tone light and his face conveying no fear, _"why wouldn't it be?"_

"Well, that psycho chick who tried to kill you yesterday is in the same class with us. You're kind of risking your life by being with us" she confessed hesitantly.

Kyubey's smile seemed to widen, _"actually, I think the school is one of the safest places for me now. Mami's here so it's not like I don't have protection."_

"Well yeah, but she's all the way on the other side of the school."

" _It's okay,"_ came Mami's voice over the mental link that Kyubey had set up for them, causing both Madoka and Sayaka to twitch slightly in surprise. _"I can hear you just fine. Besides, she doesn't seem like someone who'll try anything in public."_

At that exact moment, the girl in question strode into the class, her posture steady and her walk almost mechanical. There was a simplemindedness to her walk, as if she considered any movement that did not further her goals a waste of energy. Following behind her was a small white form that almost clung to her heels. As Homura sat down, Sayaka saw the little white creature that looked like Kyubey, but at the same time, not, peek out from behind Homura's body at them. Both Sayaka and Madoka stared at it and it stared back. Then it noticed that Kyubey was in the room as well as staring at it, and it ducked behind Homura's legs with a small gasp. Homura simply glanced at it with a raised eyebrow.

The lesson that followed was the usual (complete with the teacher somehow making a lecture that was supposed to be about Les Misérables in the context of the French Revolution all about how her boyfriend didn't make the bed properly). Throughout it all, Sayaka kept a wary eye on Homura, ready to punch her out (or at least try to) if she made a move to hurt either Madoka or Kyubey. Madoka, for her part, tried to concentrate on the lesson, but was constantly distracted by the little not-Kyubey creature that kept peeking out from behind Homura's legs (she had a better angle to see it than Sayaka did.) Sayaka did worry slightly, Madoka had a tendency to think with her heart than with her head, and Sayaka just didn't want her to make a serious mistake by trusting someone she shouldn't just because they looked cute. Kyubey, impassive as ever, simply stared at Homura and her companion throughout the whole lesson (Sayaka wondered if his species eyes ever got dry, he didn't seem to blink at all).

Homura simply stared ahead, occasionally writing something down, but overall she didn't seem to be paying attention to the teacher at all. Oddly though, Sayaka noticed, that whenever the teacher called on her to answer a question, she always answered with the exact correct answer, even with Sayaka swearing that she hadn't even been listening.

Still, nothing especially exciting happened and when the lunch bell rang, Homura and her small friend filed out of the room with the rest of the class. Homura paused however at the door and turned back to stare at Madoka with intense eyes. The girl in question looked away at the mysterious girl's scrutiny, and Sayaka tensed up, ready to step in front of her friend. But the little white Kyubey creature nudged against Homura's leg rather forcefully, as though he were even more eager to get out of the room than Sayaka was to see them leave. After glancing down at the creature with a look of mild annoyance (Sayaka was personally grateful that Mrs. Stoneface actually could show some emotion) and then turned and walked out of the door.

"I wonder why he seemed so scared" Madoka said quietly as she watched the two figures vanishing down the school hallway.

"What makes you say that?" asked Sayaka as she hefted her school bag over her shoulder and they both strode out of the classroom and towards the school cafeteria. Kyubey walked beside them, his red eyes staring up at them.

Madoka looked conflicted, "well, he kept looking at me, and . . . well . . . I could just tell. He kept looking back at where you and Kyubey were sitting and he looked like he was shivering a few times. He kept looking at Homura and his eyes were so wide, like he was begging her for something!"

"Huh," Sayaka said, rolling this information around in her mind. She supposed that, with Homura being a bit of a psycho, maybe she even creeped her minions out. She smirked slightly as the two friends and the Magical Familiar got food and walked out onto one of the open-air walkways.

"That's ironic, the girl whose supposed to fight monsters is so scary that she intimidates one of the . . . things" she glanced apologetically at Kyubey, who merely cocked his head to the side, "that's supposed to help fight those monsters."

She giggled a bit at the thought and Madoka gave a small smile. They found a spot to sit down, thankful for the soft wind that kept them cool, and began to eat, Madoka occasionally giving Kyubey a few of her tastiest morsels.

" _It's as I said before,"_ Kyubey said after consuming several food bits, _"he's likely suffering greatly as well as confused. It would be in his best interests if he were to return for treatment. Unfortunately, in his current state, he likely will not do so on his own. It may come down to a fight if Homura continues to insist on keeping his company."_

"But the only Magical Girl we know who might help is Mami," Madoka said in a morose voice.

Both girls sighed slightly, then Sayaka glanced at her friend, "hey Madoka, you have any luck figuring out what your gonna wish for?"

"Uh uh" Madoka said quietly, "how about you?"

Sayaka stretched her arms out, "nope, I don't have a clue. Totally stumped, I've thought about it so much my brain is starting to hurt."

The blue-haired girl stood up, walking stretching more as she continued talking, "I mean, there's plenty of stuff that I want to have, or I guess, want to do, but I think it's the whole risking your life thing. That's probably what's holding me back. Nothing I want's worth that much, that's for sure."

Sayaka strolled over to the fence on the edge of the balcony, hooking the fingers of her right hand in the mesh of it, staring out over the city as she pondered the strange opportunity that she and Madoka had been given.

Kyubey, his voice light and conversational, spoke as she stared at her, _"that's so odd, most girls accept my offer right away."_

The light wind ruffled their hair as Sayaka turned to half look back at her friends, a self-deprecating smile on her face.

"Then, I guess we just don't know any better, do we?"

Madoka smiled softly herself, "really, do you think so?"

Sayaka turned back towards the fence, "yep, we're blissfully ignorant."

She stared out at the city full of millions of people, many of which likely would've traded away the life they had in an instant for a single wish that could change their fate.  
"There are probably tons of people out there who have it way worse than we do. Plenty of people who could use a wish way better than us. Why us? Why were we given this chance? You see, we can't really know what to wish for because we don't know what it's like to want something that bad. To want something so bad that we would trade our lives for it."

"Sayaka" Madoka said softly, staring at her friend with wide eyes. Then she brightened as an idea struck her.

"Maybe we could make a wish for Kyubey's friend to get all better!" Madoka said, her eyes shining as she thought of the idea. Sayaka placed a palm to her chin, contemplating the feasibility of such a wish, but Kyubey interrupted both of their trains of thought.

" _That's very noble of you Madoka, but I don't think that's wise. We don't even really know what's wrong with him, which would probably be essential to correcting it, even with a wish. Plus, I can't in good conscience ask you to waste a once in a lifetime opportunity on a matter that's sure to be resolved soon even if you don't become a Magical Girl."_

Sayaka smirked and thumped Madoka on the back, "that's our Madoka, always thinking of others before herself. Even when she should be selfish."

Madoka spluttered a bit, but then both girls noticed someone walking out of the school towards them. It was none other than Homura and the small Kyubey creature they'd been talking about. Both walked forward, Homura taking long confident strides and the Kyubey-ish creature jogging to keep up with her. Madoka gathered Kyubey up in her arms as Sayaka stepped slightly in front of her, her arms half raised in case an attack came.

" _Don't worry_ ," came the telepathic voice of Mami. Glancing to the side, the two girls saw her perched in a small tower a dozen feet away, one of several that provided aesthetic decoration to their school campus. She was ready to intervene if things got violent.

About 10 feet from them, Mrs. Stoneface and her minion (as Sayaka termed them in her mind), stopped and stood still. Homura's gaze was fixed almost unblinkingly upon Madoka, and the little creature kept alternating between the three of them, as well as staring off at the point where Mami was perched, all but confirming that the two knew she was there.

Sayaka decided to take the initiative, "back for a rematch?"  
Homura's voice was matter of fact, "no, I didn't come to fight." Her eyes moved to Kyubey and they hardened to look more like chips of stone than anything living.

"I was trying to kill it, before it could make contact with you. But now that's no longer possible." Her eyes flicked upwards and back to Madoka. While they remained empty for the most part, they also softened immeasurably as she gazed at the pink-haired girl.

"You remember what I said? You remember my warning about how if you changed, you would lose everything important to you?"

"Yes" Madoka said softly, overcome by those purple eyes that seemed to stare right through her, though somehow, she couldn't help but feel a sense of familiarity, of almost trusting when she looked into Homura's face.

Homura sighed lightly, "good, then I'll simply have to hope that my warning hasn't been in vain." She started to turn to walk back inside, when Sayaka's voice halted her.

"Hey Miss 'butts into other people's business,' if you're so worried about other people, why are you keeping one of Kyubey's friends around like a slave?!"

The Kyubey-ish creature started, then he glanced back at Homura, as if asking permission for something. Homura was still for a few seconds, then she nodded so imperceptibly that it was barely seen The creature turned back and said, in a bit of an annoyed voice, " _Kyubey isn't my friend . . . and I'm not her slave."_

Kyubey hopped down from Madoka's hands and strode towards the creature, who backed away, a fearful look on his face. Kyubey stopped and sat on his hindquarters, tilting his head slightly as he stared at his counterpart.

" _You really should return to get better. I can see the problems beginning to compound on you, even if these girls can't."_

Key snorted, his face going from alarmed to sardonic in half a second, " _I'm not going back. I'm just fine thank you very much."_

" _I only see more proof that you are unwell."_ Said Kyubey in a reasonable voice. _"But it appears that there isn't anything I can do at the moment. Don't worry, we'll always have a place open for you when you realize how sick you are and how much you need to get cured."_

The creature's body shuddered violently, so much so that it almost looked like he was about to have a seizure. He looked supremely relieved when Homura turned fully and began to walk back indoors. He scurried after her immediately, and soon the two disappeared from sight.

* * *

"In several weeks, a Witch called Walpurgisnacht will descend upon the town" Homura said as she stared at Key from across the table.

It was after school and Homura had walked back to her living space with Key, saying that they had to discuss their plans for the future. Key stared at her for a second, then looked down at the papers that Homura had spread across it. On them were maps of the city with various points marked down, as well as newspaper clippings and lists of various equipment that Homura apparently wanted to commandeer.

" _Okay, what's so special about this Witch. The name sounds familiar, but when I was a part of Kyubey I was never involved with her. All I recall is that he occasionally had to exercise some will to make sure she didn't run roughshod over too much Human Civilization."_

"Walpurgisnacht is powerful, far more powerful than any other Witch. She doesn't need to hide within a labyrinth because she simply warps and destroys the world as she moves. Her familiars lay waste to anything in her path and when she comes here, this city will be destroyed."

Key pondered one of the maps on which Homura had marked down areas in the city that Walpurgisnacht was likely to move over, and the spots where bomb traps would be best to be placed. He glanced up at her, a wry smile on his face.

" _You do know how many bombs we're going to have to steal to pull this off, right."_

Homura blinked, her face still set in the deadpan expression, "is that a problem for you?"

Key's smile drooped a bit, but then it renewed it and said, " _given that it's that or let the city die, no. But isn't it a bit funny to think about the faces of all the people who'll wake up to find all their weapons vanished?"_

Homura stared at him, "no. I don't waste my time on pointless things. You would do well to do the same."

Key's smile vanished completely and he sighed deeply as he stared at his feet. Then he hiked up his shoulders and said, _"alright, what's the the plan."_

Homura explained simply and factually. Key nodded as she went, occasionally asking a question for clarification, which Homura answered. It was a straightforward, and yet flexible and spoke of long experience fighting such creatures.

" _How do you know so much about fighting Walpurgisnacht?"_ Key asked innocently.

Homura's mouth shut, and Key could swear that her brows creased a bit. After a few seconds of silence, in which both individuals stared at each other. Key cocked his head to the side, trying to discern why what he'd asked made Homura so reticent.

" _Wouldn't it be more logical to tell me so I could help you?_ " Key ventured, hopefully.

"'Logical,' is the word you would use Incubator" Homura said, her lips tight.

Key stuttered, realizing just how "Kyubey-like" he'd sounded with his question.

" _I-I, I didn't mean . . . what I meant was . . . I'm sorry."_

After a few moments, after Homura had stared him down, she snorted lightly and moved on, outlining the rest of the plan. After that was done, she glanced to the windows. Key did so as well and saw that the sun was nearly set. Homura stood up and motioned for Key to follow as she strode out the door.

" _Where are we going?"_ Key asked as he ran up beside her and they strode down the street.

"Mami will be hunting down the Witch we encountered yesterday" she said as she strode purposefully in the direction of where they'd last seen said Witch. "She'll be taking Madoka and Sayaka along to show them what a Witch Hunt is like."

Key nodded, _"oh, okay. So you want us to follow them to make sure they don't get into too much trouble?"_

Homura nodded and they both set out.

* * *

Having successfully tracked the Witch to it's Labyrinth and saved one of its victims from an untimely suicide, Mami led Sayaka and Madoka into the Labyrinth itself. Sayaka had brought a bat in order to protect herself annd while it would do much (if anything) Mami knew she meant well, so she'd given it a bit of an upgrade with some of her magic. Their safety was her priority after all.

As with all labyrinths, the natural laws of physics seemed to give way to a madhouse as they entered. The familiars they had encountered the day before had been based on plants and the like, though she wasn't quite sure where the puffballs with creepy mustaches came from. In any event, they didn't present much of a challenge for Mami as she conjured up gun after gun and blasted a path forward. Madoka followed close behind, hugging Kyubey to her chest and Sayaka brought up the rear, taking swipes at anything that came up behind them with her magically enhanced bat.

As they moved further in, the presence of foreboding and of being intruders into something inhumane increased, as it always did in a Witch's Lair. Mami wondered if, now that they were no doubt approaching the center of the Labyrinth which would be the heart of the Witch's power, whether or not the two girls she was escorting were having second thoughts.

"Well, how about it, are you scared yet," she asked mildly as she skillfully sniped two flower like familiars at once.

Madoka didn't respond, but Sayaka did, saying unconvincingly, "y-yeah right. As i-if!"

Mami didn't blame her, she still felt nervous much of the time when confronting Witches though the fear that had almost gotten her killed a few times when she was starting had mostly dulled to a feeling of nervousness over time.

Kyubey's voice cut in, " _keep going, we're almost at the center of the labyrinth."_

He was right, as Mami saw a doorway that almost always led to a Witch in these labyrinths. It was guarded by a pack of those creepy mustache puffballs. She simply conjured 5 or 6 guns and let them blast the familiars away. Then the door opened of its own accord and behind it was another door, which opened once it was in view, revealing another door. The same process repeated several times as the group almost felt themselves tugged through the doors until they arrived in a large antechamber. It was even more strange and weird than the rest of the labyrinth thus far, what seemed like spinning rings of random patterns swirls around it in disorderly fashions and angles, almost as though someone had just dropped a large bunch of cloth around the labyrinth and left it there. The chamber itself looked like an overgrown garden with black thorny branches everywhere, breaking up out of the floor and crawling up the sides of the walls like tentacles. But on the side of the room opposite them sat a large couch, large as a bus. But it was what was on the couch that caught everyone's eyes and made Sayaka and Madoka forget to breath.

 **(Music Puella Magia Madoka Magica OST - Magia)**

It looked like some nightmarish amalgam of a butterfly and plant fungus. It had the wings of a butterfly sprouting out of its back, but its body was little more than a pulsating mass of red and white flesh molded in a tube that was slightly more thick at the bottom. Out of the top, in some parody of a head, what looked like a growth of sickly Algae was stuck, with blood red rosebuds poking out of it. It moved, almost seeming to look up at them as they arrived. A dull growl seemed to form in the back of its throat.

"That" said Mami emphatically, "is a Witch."  
Both Madoka and Sayaka were cowering back slightly, both in shock and disgust at the horrifying creature before them.

"Ew, gross," said Sayaka as she stared down.

"It's awful," Madoka agreed. Then she asked with a scared look at Mami, "are you really going to fight it?"

"I'll be fine," Mami said lightly. She turned and grabbed the bat she'd given to Sayaka, smiling at the two as she planted it into the floor.  
"I could never lose," she finished as a large amount of golden ribbons erupted out of the bat and solidified into a protective mesh around the two girls.

"Stay back, don't move," with that, Mami turned and leapt into the room, shaped almost like an arena for her to do battle. She would almost swear she could hear music heralding her arrival to put this creature down so that it could never hurt another human soul.

As Mami stepped on one of it's pint-sized familiars, the Witch roared in apparent anger and flung its couch at Mami. Mami flipped backwards, avoiding the flying furniture and the Witch took flight, flapping it's wings ferociously. Mami immediately spawned as many guns as she could and began firing, her shots grazing the Witch as it fluttered around like a moth around a light, attempting clumsily to evade. But its large size ensured that nearly all of Mami's shots scored hits.

She felt a tickling sensation and looked down. To her surprise, she found that one of the vines that the Witch had let sprout out of the floor had wound its way around her leg and midsection and she was suddenly yanked off her feet. She flew through the air and the Witch slammed her against the side of its inner sanctum, dazing her.

She felt herself getting pulled back to hang in the air before the Witch and heard Madoka and Sayaka cry out in fear for her safety. She shook her head, smirking slightly as she got ready to finish the fight with a move she had developed long ago, her "ultimate attack" as it were. But before she could do so, she heard a voice in her head that sounded familiar.

" _MAMI!"_

A white blur streaked over Madoka and Sayaka's heads and rushed into the chamber. With a mighty leap, it had sprung up to be on a level with Mami and as it reached the apex of its leap, they all saw that it was the Kyubey-like creature that had been hanging around with Homura. Mami saw that his face was scared and if his fur hadn't been white, she was sure that he would be looking pale. One of his tentacles seemed to flatten out as he came near to her and it slashed through the vine holding her as thought it were made of butter.

Mami wondered what he was doing, but didn't allow it to distract her overmuch because as she dropped, she saw that the Witch was standing still, evidently dumbstruck by the little creature's actions. Sensing opportunity, Mami called on her attack and suddenly a massive gun, large as a truck was perched in her arms. She aimed down the sights, and as the Witch came into them, she pulled the trigger.

"TIRO FINALE!" she shouted!

The resultant shot and explosion was so large, loud, and powerful that it startled even her. It had never been that powerful before, and it seemed as though the Witch less was shot through, but more disintegrated before the massive bullet that speared it through. The blast was so powerful, that Mami was knocked backwards and hit the wall of the lair again, even as it dissolved. She had been intending to land perfectly, and even catch her little cup of victory tea that she kept magically preserved for celebration after defeating a Witch, but her hasty acquaintance with the wall made that impossible. The cup crashed to the ground beside her, cracking apart and spilling the tea to the ground.

As she waved off Madoka and Sayaka's questions on her health as they ran over to her, Mami marked the little creature that had leapt in, apparently to her defense. It had, after a long look at her with his large and concerned eyes, walked over to where the Grief Seed of the Witch had dropped and was gathering it up with a surprising amount of care in his little ear tentacle things. Homura had appeared out of nowhere and was striding imperiously up to the little creature a rather annoyed look on her face.

Sayaka had noticed the two and shouted over at them, "hey! What are you two doing here?! What's that little thing you've got there?!"

"That's a Grief Seed," explained Mami, realizing it would be a good chance to continue instructing the girls on being a Magical Girl. She took out one of the ones she had saved. "Remember when I told you that you can gain certain rewards for defeating a Witch. Look at my Soul Gem."  
The two girls (Madoka and Sayaka) looked and saw that Mami's Soul Gem looked slightly muddy as opposed to its normal golden glow. Mami tapped the side of her Soul Gem with the Grief Seed and the darkness was drawn out and seemed to filter away into the Grief Seed. None of them but Homura seemed to notice the shudder that the little Kyubey creature gave at her actions.

"These are the rewards, "Mami continued on. "In return for defeating the Witch, we sometimes get a Grief Seed which can be used to replenish our Magical Reserves."

Both Madoka and Sayaka looked impressed. Then Sayaka turned back to Homura and the little white creature who were standing in the middle of the now normal looking room.

"So you that's it huh! Jump in after everything's done so you can get all the reward for our hard work!"

Homura raised an eyebrow and the little creature seemed a bit preoccupied by the Grief Seed it was almost cradling. He didn't even seem to be listening to her. Mami's voice however, stopped Sayaka in her tracks and caused her to go quiet.

"It's alright, they can have it."

Everyone turned to look at Mami, who was smiling slightly as she looked at Homura and her little companion. She pocketed the Grief Seed she had used to clean her own Soul Gem and nodded to the two.

"I don't mind, I have plenty left over."

Homura stared in her usual expressionless way. After a few seconds, she responded.

"It was your kill."

Her companion however, shot her a look, and the two locked gazes. After what seemed like an entire conversation passed in silence between the two Homura turned back, her brow furrowed. She said nothing, but Mami smiled again and spoke in a light voice, as though there wasn't an unbelievable amount of tension in the air.

"Well, if that's all, I think we all should be getting back home. It's starting to get late and Madoka and Sayaka both have curfews. Perhaps you could join us next time and show more of what a Magical Girl's life is like."

Homura's brow creased even farther at those words, but Mami paid it no mind as she and her two pupils walked out towards the exit of the building that had formerly held the Witch's lair. After assuring the woman who'd been about to commit suicide due to the Witch's kiss that it everything was alright and she should go home and get a good night's rest, Mami escorted Madoka and Sayaka home. The two girls in question were looking forward to going on another Witch hunt the next day and seeing more of Mami being awesome.

* * *

Back in the location of the former Witch's lair, a less awesome scene was taking place. After the girls and Kyubey had gone out of earshot, Homura had turned slowly and fixed Key with a baleful stare.

"Your little stunt back there almost gave away too much!" Homura said, almost spitting the words at Key.  
 _"Mami was in trouble, I had to do something!"_ Key said defensively as he shrank back slightly.

"We were only to assist if they were in mortal danger" Homura said simply, as though spelling it out to a toddler. Key shook his head.

" _Why? Why wait until it gets that far? Besides, any fight with a Witch can qualify as 'Mortal Danger' and you know it!"_

Homura huffed slightly and rolled her eyes. "Mami is giving those girls a highly idealized version of what it means to be a Magical Girl. She is good at what she does, but she's too desirous of companions to do or show anything truly drastic enough to drive them away. They need to know what this life is really like."

Key cocked his head, a sharpness coming into his voice, _"and I suppose Mami dying would be a perfect example of that!"_

Homura stiffened, and Key took another step back as the intensity of her stare ratcheted up once again. After a few seconds of this, she turned on her heel and began walking away. After a few step, she called back.

"Mami will undoubtedly take Madoka and Sayaka out on another expedition tomorrow. We will shadow them again to make sure no harm comes to them."

Key could tell that the conversation was over from Homura's tone of voice and, after a few seconds contemplation, ran to catch up with her.

* * *

The next day had come and gone, with Sayaka visiting her friend in the hospital and all the girls going through a normal day at school. Homura and and her companion had not joined them for their Witch-Hunting excursion, so Mami had led them on the hunt for what turned out to be a familiar and not a Witch in actuality. The fight had been even easier than the one against the floral themed Witch the day before and Mami hadn't even had to use her "Tiro Finale" move in order to finish it off.

There had followed a long discussion on the nature of wishes and Mami had counseled the girls as best she could. Sayaka had asked the question of whether or not she could wish for another person's benefit, and Madoka had immediately guessed that she wanted to wish for her friend who was laid up in the hospital. Mami had smiled at Sayaka's feelings, but felt the urge to warn her to the dangers of making such a wish when she was probably expecting the wrong things out of it. She had seen plenty of girls wrecked by making a wish that they thought was for a selfless reason, only to realize later on that they were trying to get something selfish out of it, or that they had wished for the wrong thing. A certain redheaded girl flashed into her mind and her smile momentarily dropped from her face.

She had quickly shaken off her sad memories of Kyoko and had returned to the moment at hand, showing the girls home so that their parents wouldn't be worried. She'd been heading home herself when she cut through a public park. It was dark now and the park was deserted. She strode into the park center walking down some stairs in the direction of her apartment, holding her soul gem in her palm. The light of faint electronic torches illuminated the area, and alongside the stairs flowed water. Adding to the ambient noise were insects buzzing around the lights. As Mami descended the last stairs, she sensed the presence of another person behind her. She morphed her soul gem into the form of a ring.

"Don't you even care?" came Homura's voice from behind her.

She looked around and, as she expected, Homura was standing on top of the steps she'd just vacated, looking down at her fellow Magical Girl with an intense stare. The two girls matched gazes for a few moments, then Mami noticed the strange white creature, alike to Kyubey but with differences, peeking out from behind Homura's legs. It looked at her with a guarded expression, and yet Mami couldn't help but think that there was something like concern in its gaze as it's gaze switched back and forth between herself and Homura. Mami was a little less suspicious of the creature, but as she didn't have Madoka and Sayaka here to protect, she felt little need to hide her distrust of the two. Though the little creature had helped her yesterday, she hadn't forgotten that Homura, who he was definitely allied with, had made her introduction via attempted murder of Kyubey.

"You do realize you're leading innocent people into danger, don't you?" Homura's voice was hard, and had a sort of stoic anger to it. As Mami turned to fully face her, she kept her guard up, she had no idea what this girl was capable of, and overconfidence had been the death of many a Magical Girl. Still, she wasn't about to back down to this girl who didn't seem to appreciate the kinds of sacrifices that Magical Girls had to make, nor that it was their duty to protect people.

"What are you talking about, Kyubey chose them, they're a part of this now" she said firmly. Like it or not, they were, and it wasn't as though Mami was lying to them. She was giving them a balanced view on life as a Magical Girl, danger and all. The altered Kyubey strode out from behind Homura, his gaze still flitting between the two girls, as though he was trying to figure the situation out himself.

Homura's stoic face did not alter, "you're steering them into becoming Magical Girls."

"And I guess you don't like that."  
"No, I don't. especially since Madoka Kaname is involved."

Mami smirked, now they got close to the heart of the issue, "uh huh. I see, you've noticed it too have you? Her incredible potential." Mami herself had honestly been amazed herself at just how powerful Madoka had been. If she became a Magical Girl, Mami could tell that she'd be an incredible force for helping people and stopping Witches. Possibly far more than any other Magical Girl, she had power, a power that she could use to help save the world.

Homura gazed even more intently at Mami, her eyes like chips of ice, "I won't allow it. She won't become like one of us."

And there it was, Mami was certain she knew the real problem here, "afraid of someone stronger coming along to challenge you. Sounds more like a child throwing a tantrum than anything else."

Homura's face twitched, becoming only slightly tenser. The beginnings of a glare formed, but just that. Still, it was a reaction and it seemed to confirm Mami's beliefs. The wind, barely noticeable before, started to pick up. It whistled past, echoing through the park that was empty but for themselves, seeming to foretell dark things. The white creature, who had been silent up till now, finally spoke.

" _That's unfair, you don't know anything about us Mami."_

Mami appraised him, his telepathic voice certainly carried more inflections and, well, emotion than Kyubey. He also didn't look insane, but then again, she wasn't any expert on how Kyubey's people were supposed to act. He was looking her up and down, as though he was struggling to make a decision.

"I do know some things. Kyubey told me about you" she said, paying careful attention to how he responded, not sure what to expect.

She did not expect him however, to roll his eyes and give an extraordinarily loud snort of derision.

" _I'm sure he did, what did he say, that I was insane? Probably spun some sob story about how he wanted to help 'cure me.'"_

Mami blinked, a little thrown off. She considered Kyubey to be her friend. She accepted that he acted a little weird at times and seemed to have some trouble expressing himself and relating to her, but she forgave him his oddities. But this creature was acting more, well, "human" than Kyubey ever had. Is that why Kyubey said he was insane?

Both sides stared at each other, Mami pondering the two, the abnormal Kyubey-like creature glancing back at Homura, his eyes sharp, and almost questioning. Then Homura reached up, flipping her hair back, as though out of habit, as she spoke up again.

"I don't want to fight, but you leave me no choice," she said in a flat tone. It was not aggressive, but it was firm. Mami supposed she could only be just as firm in response, she couldn't afford to be weak.

"Then just make sure we never see each other again," she warned in a light tone. "We're through talking after tonight. Next time we see each other again, we'll definitely have it out."

Mami turned to leave, but stopped when she heard the voice of Homura's friend in her head.

" _Mami wait, you can't leave, you need to know what's going on! We-"_ the voice halted, and Mami glanced back. Homura was glaring down at her little familiar, with a look that left nothing to discuss. It quailed underneath her gaze and was glancing back and forth between her and Homura, as if in some sort of agony over a choice that it had made.

Pity welled up in Mami's heart as she recalled how the little creature had leapt to her defence in the fight against the Witch yesterday and she turned half back and said, in a kind voice, "I'm sure Kyubey would forgive anything you've done. Whenever we mention you, the only thing he talks about is how much he wants to help you, to make you better."

She'd intended the words to be comforting, but they had the exact opposite effect as the creature started shaking violently for a few seconds as if the thought of Kyubey was torment to him. Then he appeared to get control of himself and stared up and Homura, his gaze pleading, but Homura's harsh stare did not flicker.

Not knowing what else to do, Mami walked away. She did not see Homura look up to the sky, a pained expression on her face. Nor did she see the sad and worried eyes that the Kyubey-like creature gave her as she left. Nor did she see his expression change to anger as he turned and glared at Homura as they walked back to their base.

* * *

" _Why haven't we told them the truth yet?"_ Key demanded. Homura didn't even look up from the map of the city she was pondering over.

"Because it's pointless, they're lost causes."

Key was glaring at Homura, not that she noticed.

" _How can you say that?!"_ he said heatedly.

Homura traced a line on the map, as though making some mental calculations, "people like them don't want to face the truth, and if it's forced on them, they break. Better that they serve some purpose before then."

" _Are you even hearing yourself?"_ Key asked incredulously. Homura simply grabbed a pencil and began making little notes on her map. _"They're people just as much as you are!_ _They can help us, and we have a duty to try and help them, not threaten to kill them!"_

Homura shrugged, continuing to plot attack vectors and the like on the map in front of her, "Your naivety will likely get you killed if you continue on like this. They can't be helped, their own flaws make them into lost causes, and I don't waste my time with lost causes."

After a second, a paw entered her field of vision, claws extended. It gripped the top of the map that she was drawing on, and, with an enormous tug, whipped it off the table, Homura's pencil leaving a large mark through the center of town.

For a second, Homura simply stared at the empty table, then slowly, ever so slowly, she turned her head up to look at Key. His eyes were narrowed and he was glaring at her, his hackles raised.

"I was using that."

Key scoffed, _"you weren't listening."_

"You weren't saying anything important."

Key slammed one of his paws down on the table, shaking it slightly.

" _What is with you?!"_ he said loudly. _"How can you be so casual about letting them die, or worse, become Witches?!_ _Why don't you care!?"_

Something twitched in Homura's face, then she stood up, towering over Key and glaring down at him.  
"You would do well to remember your place, Incubator. Just because I've agreed to be allies for the moment doesn't mean I've forgotten what you are."

" _What I used to be!"_ Key's voice was defensive.

"I am shielding you because you are useful to me, but do not think that that requires me to suddenly start caring for every stupid girl who thinks that this is a game. Do not think that you can lecture me. And do not think that I will forgive you for what you did to Madoka Kaname."

She regretted saying that last bit as soon as she had said it. It edged far too close to revealing her time-traveling power secret.

Key looked stricken and seemed to hunch in on himself as Homura spoke in her severe voice. For a few seconds he gazed up at her with his eyes wide and a small amount of fear.

" _I thought we were getting along better."_

"We work well together, I'll grant that. But that doesn't mean that I like it."

Key sniffed, but then, his eyes hardened, _"I don't care!"_

Homura's face gained a slightly surprised look as Key arched his back and glared right back at her, possibly even more intensely than she had been glaring at him.

" _I don't know why you're like this._ _I wish you'd tell me!"_ for a moment, his gaze softened and he looked at her as his eyes grew sad once again. _"I wish you'd tell me so I could help you._ _But I'm not going to give up on the others._ _I'm going to talk to them, to find a way to reach them."_

For a moment, the two glared at each other. Then, Homura shrugged. She turned and walked over to pick up the map.

"Do what you want, I don't own you and you don't own me. Waste your time if you want, but be available to help tomorrow morning."

With that, she was back to drawing again.

* * *

Mami closed the door to her apartment and let her bag fall to the floor. She let out a tired sigh as she moved over to her small kitchen. She started to boil some water and then began rooting around for her teabags. With some dismay, she found that she had only one left, she supposed that Sayaka, Madoka, and herself had drunken quite a bit between themselves. She would have to buy more after school tomorrow. Another short sigh worked its way out of her mouth as she looked at the clock and realized that she'd wouldn't be getting much sleep that night.

She was about to sit down on her couch, when she heard a soft knock on her door. Glancing through the peephole, she didn't see anyone, which confused her. She opened the door a crack, and looked out. She still saw no one.

" _I'm down here."_

She looked at the floor outside her door and was shocked to see the abnormal Kyubey from before standing in front of her door. He glanced up and down the hallway, looking nervous. Mami gazed down at him with some surprise.

"I thought I warned you to never see me again."

The creature blinked, _"I-I thought you said that to Homura, not me?"_ The way it came out, it sounded more like a question than a statement. Mami raised an eyebrow.

"Aren't you two partners?"

The abnormal looked down, _"umm, yes in a manner of speaking. We are working together . . . but we . . . uh . . . look it's complicated and I'm not sure how long I have! Can I come in?!"_

"Why should I let you?" Mami asked bluntly. She couldn't deny that she was intrigued by this small creature and was curious about him, especially by how nervous he seemed. But she couldn't forget that he was in league with that girl, Homura, who was plainly a loose cannon, and therefore, dangerous to both herself and her new friends.

The creature looked distressed, _"because I have important information! There are things that Kyubey isn't telling you that you need to know! I promise that I won't do anything to hurt you, I want to help you! Please just let me in!"_

His voice was very desperate, and Mami couldn't help but feel some pity for him again. After a moment, she sighed and opened the door fully. The creature darted in quickly, jumping up on her table and turning to face her as she closed door. She picked her tea cup and walked over to her couch to sit down. For a moment, both the creature and the Magical Girl stared at each other.

"First off," said Mami, "what's your name?"

The abnormal blinked, _"you think I have a name?"_  
Mami smirked slightly, "most people do."

The abnormal shook shook himself slightly, _"oh, right, I forgot you don't know. I should really stop expecting others to know as much as Homura did. My name is Key."_

He sounded rather proud of the fact that he even had a name. Mami took a sip of her tea to gain some thinking time. Then she fielded another question.

"Why did you attack Kyubey yesterday?"

" _Because he was going to try and get Sayaka and Madoka to become Magical Girls, and I won't allow that anymore, not when I can avoid it"_ he said firmly.

Mami appraised him coolly, "why? I can understand why Homura, or even just another Magical Girl might want to prevent competition, but you're like Kyubey, aren't you supposed to do everything to make sure that Witches are gotten rid of?"

Key looked down at the floor, and his face grew drawn, _"you would think that from what Kyubey tells you, wouldn't you."_  
"What are you talking about."  
Key looked up, his face still drawn and his eyes sad, _"Kyubey doesn't tell you everything."_  
Mami considered this. After a few seconds, she spoke in defense of her friend, "we all have secrets."

 _"Friends keep secrets and information for good reasons. Kyubey keeps secrets because it benefits him not to tell you them."_

Mami took another sip out of her teacup, put it down on the table, and crossed her arms.

"Why should I trust your word? I've known Kyubey for years. I consider him a friend, but you I've never seen before, and you expect me to simply believe you?"

Key looked agitated, _"I'm telling the truth, please believe me! You've got to believe me!"_

He was breathing heavily and took a few moments to catch his breath. Mami felt slightly guilty for upsetting him so much. After a few moments, Key seemed to calm down, then he spoke.

" _Haven't you ever wondered why you only ever saw Kyubey of his race? If we're a thriving civilization, why aren't there more of us? Why does it just seem to be Kyubey dealing with the Magical girls?"_

Mami, considered this, then spoke "I'm sure there are others, Kyubey probably just deals with this one city after all."

" _Nope,"_ Key said, _"Kyubey is the whole operation, the only one dealing with all the Magical Girls and Witches on Earth is Kyubey."_

"That seems rather far-fetched," Mami said incredulously.

" _Not really,"_ said Key, _"especially when you consider that Kyubey is the only individual member of our species."_ After a moment, he realized something and added, _"beside me, I mean."_

There were a few moments silence, then Mami spoke, "so what you are saying, is that the Kyubey I know is the only member of his species?"

Key sighed, _"not exactly, I don't mean that the Kyubey you talk to is the only body. I'm saying that the Kyubey you talk to is the only individual running the species."_

Mami blinked, "I'm . . . afraid I don't follow."

Key put a paw to his head, _"I'm bad at explaining things, I should've guessed from when I talked to Homura. Okay, we call ourselves Incubators. Don't ask me why yet."_ He said sharply, for Mami had opened her mouth. _"I'll get to that if I have time. Anyway, we operate like a Hive Mind, like a Beehive. We may have multiple different bodies, but there is but one overriding mind and influence. That mind is Kyubey's. Each body to him is more like tiny extensions of himself. Killing one is akin to plucking out a hair."_

Mami contemplated this, after a few moment, she finally spoke. "Supposing I believe you, what difference does it make. I admit it would be strange that Kyubey never told me this, but how would that effect our purpose to fight Witches, and why do you talk as though you aren't a part of this Hive Mind?"

Key shuddered slightly, _"I'm not a part of it, not anymore. Being here on Earth changed me and I've realized a few things. Like how I don't like how Kyubey does things, and how amazing you Humans are. But back on the subject of Kyubey. I'm not sure if this is just a part of the Hive Mind, or something else, I don't know everything. But anyways, you may see Kyubey as a friend, but he certainly doesn't reciprocate."_

Mami opened her mouth to protest, but Key ploughed on, _"he doesn't feel anything really, at least, nothing that lets him connect or empathize with others! All he sees you as is tools, cattle, things to make his system work. Didn't you ever wonder how it all started, how this whole system of Magical Girls vs Witches got goin-"_

Key's ears flicked up and he suddenly turned, as though he were listening very intently. A look of fear blossomed on his face.

" _He's coming,"_ he said.

"You mean Kyubey," Mami said, confused at his reaction. "Perhaps you two could patch up your differences-"  
 _"No!"_ Key said loudly, he looked back at her and he shook slightly, _"I have to go!"_

"Why are you so scared this time?" Mami asked, he'd seemed brave enough to attack Kyubey the other day."

" _This time he's coming to get me! He doesn't want me to reveal anything to you!"_ he stood up in an instant and was running to her balcony door. With his tentacles, he opened it up and paused a moment, looking back at her with a sad expression.

" _I'm sorry I didn't get to tell you more. Just don't trust Kyubey and don't do anything stupid okay! I'll talk to you as soon as I can! Don't tell Kyubey anything about me!"_

Then he leapt off the balcony. Mami knew better than to worry, she'd seen Kyubey do similar things and he was always fine. Still, his last words shook her slightly. It was apparent that he didn't want to hurt her. But, then again, that Homura girl might be misleading him. Perhaps he was mentally ill, just not as much as Kyubey thought, and Homura was manipulating him in order to get more power.

" _Was my sickly friend here?"_

Mami turned and saw Kyubey standing in front of the door, staring at her with those glassy eyes she'd come to know him by. Somehow, they seemed less like a novelty, and more sinister. Still, Mami wasn't entirely ready to take Key at his word, though a bit of investigation on her part couldn't hurt.

"He was," she said simply.

Kyubey tilted his head, _"why were you conversing with him? I did warn you that he was dangerously insane."_

"He didn't seem very dangerous," she admitted.

" _Looks can be deceiving,"_ Kyubey said simply. _"He likely has some sort of ulterior motive in speaking to you."_

Mami was silent, staring down at Kyubey. Presently, she asked a question, "Kyubey, do you have any relatives? I'd like to meet them if you do."

Kyubey stood up, it seemed he was about to leave, _"I do not have any relatives as you would put it, they all died long ago."_

"I'm sorry to hear that, but are there anymore like you?" Mami said sympathetically. "Any other creatures that grant wishes for Magical Girl's?"

" _Did Key say something?"_ Kyubey inquired. _"He was likely trying to undermine our bond with what he was saying."_

Mami felt a bit abashed, then she noticed that Kyubey hadn't answered her.

"Are there any more, Kyubey?"

Kyubey flopped his head, _"Key exists, that should answer your question."_

"But you aren't," Mami observed.

" _Aren't what?"_ Kyubey asked innocently.

Annoyance flared in Mami, "you aren't answering my questions, you're evading them! Kyubey, are there any other individual members of your race besides yourself and Key?! Give me a straight answer!"

Kyubey was silent for a very long time, the, just as Mami was about to ask him again, he shrugged, _"my kind finds that other individuals are a nuisance. No, I am the only individual in my species besides Key on this world."_

Mami frowned deeply, she did note that he said 'this world' but she decided not to push her luck on that particular subject. Instead, she asked. "then what is Key? Why do you say that he's insane?"

Kyubey sighed, _"I would think that you would trust my judgment after our long friendship. You must understand Mami that my kind is different than yours, and to us, group cohesion is valued. Individuals only disrupt this goal. Individuals who end up outside of our collective eventually become dangerously unhinged and cause large amounts of damage."_

Mami made to sip her tea again, and discovered that she was out. She laid the teacup down on the table and crossed her arms. Then she yawned and was forcibly reminded that she was burning valuable hours that could be used to catch up on sleep. Whatever was going on, she could deal with it tomorrow when she was rested.

She stood up, "I'm going to bed Kyubey. We'll talk more tomorrow."

Kyubey nodded, then turned and walked out of the apartment, calling back as he went, _"I'll watch over Madoka Kaname tonight, just in case Key comes calling."_

As Mami got into bed, she couldn't shake the feeling that there was something big that she was missing. Things had definitely taken a strange turn these past few days, and she was only getting more and more confused. Still, she had school in the morning, and then she was planning on taking Madoka and Sayaka on another patrol so she'd have to be in top form.

Her dreams were not pleasant.

* * *

" _I talked to Mami."_

Homura paused as she was pinning a newspaper clipping up on the wall. She turned and looked to see Key walking into her lair, panting slightly.

"I'm assuming from your being out of breath that she tried to tie you up and shoot you" Homura said in a smug voice.

Key blinked, _"uh . . . no. She let me into her apartment and we talked. I'm panting because Kyubey came and I had to run."_

It was Homura's turn to blink, "and how did she react to the knowledge of what Witches are?"

" _We didn't make it that far, Kyubey was pretty quick on the draw."_

Homura cocked an eyebrow, "did you get to tell her anything she didn't already know?"

 _"Yes,"_ Key said, somewhat indignantly. _"I got to tell her about how my kind lives in a Hive Mind, and about how Kyubey sees everyone as just a tool, or a piece of cattle."_

Homura mulled this over for a few moments, "how did she react?"

 _"She was suspicious, but willing to listen,"_ said Key. _"Even with her promise to fight you the next time we met, she was still willing to hear me out. She was respectful and paid attention to what I said!"_

Homura considerd this. Mami was more fragile than she seemed and she craved company. Still, she was arguably one of the most powerful Magical Girls on the planet, and a valuable shield for Madoka when push came to shove. That and she had managed to teach Homura well during their training sessions. In more recent loops, Homura had tired of Mami's inability to handle the truth, but perhaps if she were some actual hope, some . . . insurance against witchhood, then things might be different. Homura was still slightly skeptical, but then again, Key was a new element that she'd not seen in any of her other loops. She shifted slightly, then spoke, "so what would you recommend?"

 _"Make peace with her,"_ Key said simply, his eyes soft and pleading. _"Try talking to her and not threatening her. Madoka and Sayaka too. If we want any hope to try and make a change, we need friends and allies. They're caught up in this thing too, and worse, they're being manipulated by the being who runs it for his own benefit."_

"They are hardly willing to speak to me," Homura retorted. "You have seen how they look at me, with fear and distrust. They hate me."

" _Madoka doesn't,"_ Key said. Homura flinched, something that Key noted. He continued, _"and I don't think the others really want to feel like that towards you. You just don't make it very easy to actually like you."_

Homura sniffed airily, "I have more important things to do than try to conform to what they think I should-"

" _That's not the problem!"_ Key said fiercely. _"The problem is you just stand in the shadows like the some dark monster. And when you do talk to people, you're constantly putting them down and staring at them with blank eyes! You don't even try to be engaged!"_

A quiet moment passed between the two of them as Homura considered his words. Then, she tentatively asked a question.

"What . . . do you propose?"

Sensing he'd been given an opening, Key smiled and plowed ahead.

" _That we (probably me) ask them politely to talk about things because we have some very important information for them. With both of us, and me being an Incubator, I'll lend credence to the truth and if need be, we can show them my ability to prove it. You'll need to be a bit less intimidating, or at least leave most of the talking to me. But if we can pull this off, we might get Mami as an ally, and Madoka and Sayaka will have all the knowledge they need to never even want to make a contract with Kyubey. We should probably do it as quickly as possible, tomorrow during or after school would be best."_

Homura considered this, considered it long and hard. Minutes passed and Key's apprehension grew with each second. It felt like they were standing on the edge of a knife that might slice them apart if they moved in the wrong direction. Finally, Homura looked at him and she said, "very well, tomorrow we'll attempt to arrange a meeting where we can talk, without Kyubey if possible. There, if you wish, we'll inform them of whatever amount of the truth you wish to disclose."

" _Thank you!"_ cried Key, relief flooding him, and if it were possible, he was sure he'd have tears in his eyes. Then he thought for a moment.

" _The best place would probably be Mami's apartment, She lives alone and let's be honest, it probably would let them trust us more if we go to a place that they know, rather than dragging them back here. The key thing,"_ he stopped and chuckled for a moment while Homura stared dully at him. Then he continued, " _the key thing will be getting them to agree to meet without Kyubey. He'll probably try and spy regardless, but I might be able to block him out, I'm not sure. But even if they insist on him being present, we can still reveal the truth about how Magical Girls become Witches, and then I doubt that they'll want to be friends with him anymore. Most Magical Girls don't want anything to do with him after they learn the truth, if they ever do."_

Homura let the talk wash over her as she realized that, for the first time in a long time, things might actually be changing in the time loop.

She just hoped that they were for the better.

* * *

 **Author's Note:**

 **Well, things are really starting to get interesting. While canon hasn't been driven off the rails completely, and in some cases won't be (for instance, Walpurgisnacht is a bit of a set event that needs dealing with no matter what), in most other cases, I will be attempting to show multitudinous differences that occur because of Key's inclusion into the cast. Some of these will be based on a reasonable "what if" scenario for the series. The others . . . ehhhhh.**

 **One slight problem with the Madoka series is that, as much as I love it, at times it does feel a bit restrictive, or at least it doesn't explain a good bit. This is fine, it didn't need to (with the possible exception of Homura's actions at the end of Rebellion, still waiting on a conclusion to that that hopefully won't destroy the characters for the heck of it). The Madoka series works well and didn't have to go into a whole lot of detail on the origin of the Magical Girl System, Kyubey's Origin, or a lot of other details that could've been explored in-universe. To do so might've bogged down the series or wouldn't have made sense in the context of the story. However, a book format is different. Thus, as I have planned now, I'm going to innovate on some explanations. Do not fear, I'll try to my utmost to make them fit within the feeling and theme of Madoka Magica canon. But I'll say it right now, I do have an overall plan for this story, and very possible more. Whether or not we make it to a sequel remains to be seen, but I have thought a good deal of this through. To make it work, in my mind, will require a bit more of detailed and explanation driven approach, so if I add some elements in and give explanations to ones that didn' have that in canon, don't be surprised. Heck, simply consider it an alternate universe if you dislike it, I won't say that my views and explanations are the only way.**

 **Oh, and I'm being mysterious about Key's 'special ability' on purpose. You might be able to guess it, but maybe not. It won't be kept a secret for that long, and I don't plan it to be a one note thing, it's gonna be a developing element throughout the story.**

 **One other thing, do please leave a review, I only got one for the last chapter and very much appreciate the person who did that. If you can't or don't want to, I understand but I do want you hear your guy's thoughts on the story.**

 **Have a great day Guys and Girls!**


	3. Can We Talk Later? Try Not To Die

_**Author's Note: So, figured I'd let you see the next installment of this story. Hope you enjoy it!**_

* * *

 _ **(Soundtrack: "Ori and the Blind Forest – Ori, Lost in the Storm)**_

 _Key lay curled up in the grass, his eyes closed and his body comfortable. A soft feeling of contentedness filled him, a soft music was in his ears that soothed him, and kept him in this place between sleeping and waking. He felt as though all he needed to do was simply stay here, the wind tossing his fur and the grass in a peaceful breeze, the smell of a forest in his nostrils, and the soft tinkling of notes of a musical voice humming in his ears._

" _. . . listen . . . come . . ."_

 _The voice was not intrusive, and didn't rouse him much. In truth he could barely hear it, as though it was but a whisper from a long way off. It sounded vaguely familiar, the way that someone whom you heard long ago will sometimes leave an imprint of their voice in your mind years after they left._

" _. . . needed . . . guardian . . . legacy . . ."_

 _Key shifted slightly, growing more comfortable in his bedding, he was home at last, and he didn't want to leave just yet. He finally had a place to be where he didn't have to fear._

 _ **(Soundtrack: "Harry Potter and the Half-Blood Prince – The Drink of Despair")**_

 _Except, fear grew in him, and he suddenly smelled smoke. His eyes snapped open and he sprang to his feet. He was no longer in a forest as he'd assumed he'd been before, but in a city on Earth. It could've been any city, but it was burning. It looked as though it had been struck with flaming meteors. Key was standing, gaping in one of the alleyways when he heard what sounded like the shifting of some creature behind him. He turned quick as lightning and gasped at what he saw._

" _No . . . your gone . . . I sent you away!" he said wildly as he stumbled backwards. The creature that stood before him was eldritch, terrifying to look at, but far more terrifying was the familiarity it had. The creature, gelatinous and slimy like a giant slug, oozed forward, it's eyestalks blazing as they stared down at him. A voice issued from it, filled with strange harmonics as it didn't seem to have a mouth anymore._

" _ **nEvER gooOONne. WeeEE NeEVveR LefT. WeEE'rRe iNSide yOu! YooUU'lL nEvEr be FREEEEE!"**_

 _Key continued to stumble back, then he tripped and stumbled over something. He looked up and with a thrill of horror, saw a little girl, not 11 years old, laying on the ground. Her eyes were wide, as if with disbelief, staring at him with a look beseeching him, begging him to tell her why, why had he done it to her? Why had he made her think that he was her friend only to let her become a monster? Key looked around wildly, but everywhere he looked, another body greeted his sight, another girl he had promised everything to, and then betrayed without a second thought._

 _Out of their bodies, creatures rose, each unique, but each unmistakable to him. The monsters, the Witches, all turned towards him, each staring with utter hatred and loathing. Key turned back, his eyes wide like a hunted animal as he stared at the first Witch imploringly. Every Witch gazed back with the same amount of pity he'd shown them when they had first been born._

 _With that, the Witch lunged and Key cried aloud, shutting his eyes, not even able to think of running. But then he was pulled back by the tail and he head the Witch scream in pain. The smell of smoke ceased and Key opened his eyes. He was back in the forest glade, and floating in front of him was a small orb of light._

 _A voice issued from the orb, soft, and yet full of power. "you need to let go of it Key. You need to find the right way to do it. But right now you need to wake up."_

Key's eyes snapped open and he bolted up. For anyone else, they might've dismissed the dream out of hand, what with it being so strange. But Key was a bit more used to strange things, being one himself. Still, in spite of him being perfectly willing to accept the possibility of his dream meaning something more, that still left him out of ideas on what it might mean.

He sat, pondering his dream, until bright light distracted him. The sun was peaking in through the windows and a moment later, Homura came striding in. She looked over at him, and nodded as he strode up to her.

"If we wish to arrange a meeting with the others, Madoka will likely be the most open. We should attempt to talk to them before school to arrange the meeting time."

Key nodded as the two of them headed towards the door.

" _Like I said last night, to let them know that we're not trying to trick them into a trap or anything, we should have the meeting at somewhere they're familiar with. Mami's apartment would most likely be the best place. I've already met her there once and she'll probably be more comfortable if we meet there instead of here."_

Homura nodded blandly and the two of them continued towards Mitakihara school.

* * *

 _ **(Soundtrack: Puella Magi Madoka Magica OST - Incertus)**_

Madoka and Sayaka were a bit tired after being out late with Mami last night while she hunted down a Witch that had taken up residence in an abandoned Movie Theater. They were walking to school along with their friend Hitomi, comparing notes for one of their assignments as they walked up to the school gates. Kyubey was perched on Madoka's shoulder, silently observing. Then, as they came up to the entrance to the school, Homura and Key stepped out from behind a tree in front of them.

Sayaka immediately stepped in front of Madoka, her face growing tense as she spotted them. Madoka simply looked slightly nervous and Hitomi looked confused as she looked between the 4 of them (for she still couldn't see Kyubey or Key of course).

"I would like to speak with Ms Kaname and Ms. Miki, alone" Homura said simply to Hitomi, who looked even more confused. Sayaka didn't look very eager to stick around, and opened her mouth to say something defiant, but Key interrupted her.

" _I promise that we don't mean to hurt you at all. We just want to talk and try and clear things up."_

"It's alright Hitomi," Madoka said softly as she looked at Homura. It was a bit weird, but there was something in the back of her mind saying that she could trust the black haired girl. And after all, the strange Kyubey-like creature had saved Mami in that fight against the plant Witch. "Go on, we'll catch up."  
Hitomi looked between the two groups, then, looking slightly hurt but seeming to decide that it wasn't any of her business, she nodded and continued walking on.

"Just don't stay too long," she called back. "School begins in ten minutes!"

"We won't" Madoka called back.

Once Hitomi was out of earshot, Sayaka rounded on Homura and Key, "what do you want? I thought you didn't have anymore to say. You were just gonna "hope" that we didn't become Magical Girls or some crap like that!"

Key stepped forward, " _first off, my name is Key. I should've mentioned that before now, but we . . . well, my name is Key. Pleased to meet you Madoka and Sayaka."_

The two girls, somewhat caught off guard by the politeness being shown to them, simply stared at Key. Kyubey hopped down off of Madoka's shoulder and walked towards Key, who looked as though he wanted to shrink back, but held his ground. He seemed to ignore Kyubey as the creature stopped directly in front of him. Key instead focused on Madoka and Sayaka.

" _We're here because we realize that things have been kind of . . . tense between us."_

"Gee, I wonder why," said Sayaka sarcastically.

Key winced, _"yes, I am sorry for making you feel so threatened by us. But I promise that we never meant you any harm. We want to set up a meeting later today so that we can work things out and compare notes. We have things that we can tell you that Kyubey won't, or doesn't want to that you need to know. It's vital for you to hear what we have to say if you want to truly understand what it means to be a Magical Girl."_

Key turned and glanced at Kyubey, " _we'd also like for this meeting to be private, so no Kyubey."_

Sayaka, who'd been taking in what Key was saying, snorted at this last bit. "Yeah right, you probably just want to lure us out somewhere so that you can bump us off! No deal, either Kyubey comes or we don't come at all."

Homura, who'd been staring in an almost bored fashion until now, looked slightly angry at Sayaka's accusation. She opened her mouth, but at a pleading look from Key, she shut it again angrily.

Key looked back at the two girls with pleading eyes, " _I know you don't trust us, but that's why we want to meet. To build trust. We want Mami to be there too, and to meet and her apartment, so you can be sure that we're being honest."_

"What isn't Kyubey telling us?" Madoka asked softly, her question directed at Homura. Homura, instead of answering directly, stared at Kyubey, who stared back at her without blinking.

"Where do Witches come from, Kyubey?"

The magical creature's answer was quick and concise, "I've already explained. Witch's are born from curses. It's why they're the opponent of Magical Girl's who're born from wishes.

" _But where do these curses come from Kyubey?"_ Key asked, his eyes narrowed.

Kyubey didn't answer, he simply stared at them.

"Why are you so eager to get girls to become Magical Girls to fight Witches?" Homura asked again, a slightly mocking edge on her voice. At that moment, the warning bell rang for School. Madoka, before Sayaka could speak rashly, said, "I think we can meet at 5 after school. Just promise that you won't hurt anyone!"

Homura's face softened as she looked at Madoka, "if they don't hurt me, I won't hurt them."

" _I promise"_ said Key, then they looked pointedly at Sayaka, who crossed her arms and huffed. But eventually she rolled her eyes and said, "fine, I'll get Mami to agree. But just watch yourselves, I've got my eye on you."

Then they turned and strode off towards school, the two groups walking slightly apart from each other. Both considering what they had just agreed to.

* * *

 _ **(Soundtrack: Puella Magi Madoka Magica OST – Scaena Felix)**_

Lunch saw a group of three girls, Madoka, Sayaka, and Mami specifically, all sitting down outside so that they could talk a bit and so that Sayaka and Madoka could pass along the message of Key and Homura. Mami listened intently as the two girls explained the situation and how they'd already agreed provisionally. She chewed some food thoughtfully with her eyes closed. Then she opened them and looked between the two girls.

"I suppose, if Homura's agreed to be peaceful, and Key does most of the talking, then we can meet in my apartment."

Sayaka tilted her head, curiosity and confusion written across her face, "how'd you know his name was Key?"

Mami smiled slightly, "he came to my apartment last night and we talked for a little bit. He introduced himself then and said that he had things he wanted to tell me."

She yawned cavernously and the other two girls giggled.

"That explains why you look so tired," Madoka said, smiling. Then she put down her drink she'd been sipping on, looking interested, "what did Key tell you?"

Mami's face clouded, "not much, we didn't get very far before Kyubey came and he ran off."

"Speaking of which" Mami continued, glancing around, "where is Kyubey, I thought he was with you two?"

Madoka and Sayaka glanced back and forth between each other.

"We've been wondering that too," Madoka said hesitantly. "After we talked with Key and Homura this morning, he ran off as soon as we were out of sight of them."

"Did he say anything?" Mami asked, curiously.

Sayaka nodded, "yeah, something about 'new Magical Girl candidates' or something like that. He ran off so fast that I almost didn't catch it. I think he went" she concentrated for a second, then pointed off in the direction of the city hospital, "that way."

There was a little bit of silence as they all ate some more food. Then Mami said confidently, "I'm sure he'll return soon. He often has to go, he says he has scouts out Witch's Lairs for us to find so that we can protect people."

"Still," said Sayaka as she thought back, "it's kind of odd that he'd leave before we could ask him any questions."

The three of them chewed on their food for a bit more in silence, each contemplating Kyubey's behavior. Then Sayaka looked up.

"Mami, did Kyubey ever tell you where Witches come from?"

Mami chewed and swallowed, "it's like I told you, they're born from curses, just as Magical Girls are born from wishes."

Sayaka looked pensive, "yeah, but did he ever actually say what he meant by that? I mean, you know how he makes a Magical Girl, you make a wish and he give you your powers, but has he ever told you how Witches get made."

Mami contemplated for a bit, then she remembered her conversation with Key the night before.

"Now that I think about it, no he never went into specifics about how a Witch comes about. To be honest, I've been so busy hunting and fighting them that I haven't had much time to think about it. Though it's odd. Last night when we were talking, Key seemed like he was about to tell me about something to do with Witches before Kyubey came back and scared him off."

Mami looked intently at the two girls, "why are you asking?"

Madoka and Sayaka glanced at each other before Madoka answered, "when we met this morning, Homura asked Kyubey where Witches came from. He didn't answer and like we said, he ran off before we could really ask him ourselves."

The school bell rang, signaling that lunch was over and that it was time to move on to the next class. The girls stood up, each collecting their school things and trays. Mami smiled as they began walking away.  
"Well, at least it will all be cleared up tonight. We'll meet at my apartment at 5. Who knows, maybe we'll even end up being friends!"

The three of them smiled and giggled a bit. Then they separated, Madoka and Sayaka heading for their own class, Mami heading for hers. School progressed normally, their teacher Ms. Saotome even managed to make a lesson concerning the Oregon Trail about how one of her former boyfriends had died of Dysentery.

Finally, the end of school bell rang and the two girls filed out. As usual, Sayaka immediately turned in the direction of the Hospital in order to see her friend Kyosuke Kamijou. Today however, Madoka had decided to tag along, hoping that another familiar face would help cheer up Kyosuke even more (and privately, she hoped that she could cheer up Sayaka as she always seemed slightly downcast at seeing Kyosuke in such a state as he was in the hospital.)

They talked along the way, mostly about nonsense stuff, but also throwing suggestions back and forth about what sort of wishes they would make and what it would be like to be a Magical Girl. Sayaka even asked Madoka if she'd be willing to sketch a potential costume for her, since the pink-haired girl had already made a design for herself. They talked about Key and Homura a little bit, but they were waiting until they got to the meeting to really ask questions. It felt nice, almost as if they were being granted a moment of peace from the hectic adventure that their lives seemed to have become in the past week or so.

They had entered the hospital and were walking through the halls towards Kyosuke's room when Sayaka suddenly noticed that Kyubey had reappeared. At some point he seemed to have come out of a room and was walking along beside them. She started a bit, for Kyubey had not announced himself, but had simply walked along slightly behind them, his glassy red eyes staring up at them.

"Kyubey, where did you come from?!" Sayaka said as Madoka turned to look at him as well.

" _I told you this morning, I was scouting around for other potential candidates to become Magical Girls"_ Kyubey said in his light voice.

"You were in a real big hurry to leave" Madoka said as she peered down at him. "We didn't really know what to think. We wanted to talk to you about what what Key and Homura said."

Kyubey began walking and the two girls fell into step beside him as he spoke up at them, " _I am sorry. But the situation was such that I couldn't answer any of your questions at the moment."_

Kyubey then cocked his head, " _do you still intend to go through with meeting them. I would advise against it, who knows what they have planned."_

Both girls nodded and Sayaka answered"yeah, but you and Mami will be there, and if things get ugly, I could just make a wish and become a Magical Girl. Besides, we might be able to find out how Key is nuts so that we can help him. We might get to learn something if we can ask some questions."

Sayaka then got a tense look on her face and she glanced down at Kyubey, "which reminds me. We had some questions for you Kyubey."

Kyubey said nothing, but continued walking on, his face now staring ahead and not in their view. The silence stretched on and became uncomfortable before Madoka decided to break it.

"What was Key talking about, Kyubey?" she asked the little creature as they walked along, passing by the mental health ward and approaching the physical therapy section of the hospital..

" _I'm sure their simply trying to drive a wedge between us. My ill friend is clearly decaying much faster than I anticipated."_

"Yeah," said Sayaka noncommittally, "but what were they talking about?"

" _That knowledge is unimportant to you right now"_ Kyubey said brightly as he walked alongside them. Madoka and Sayaka glanced at each other.

"Why isn't it important?" asked Madoka cautiously.

" _You aren't Magical Girls, are you?"_ Kyubey said. _"Therefore, such things aren't your concern."_

Sayaka grimaced, starting to get a bit annoyed, "yeah, but you've been trying to get us to become Magical Girls for the past week. Shouldn't we know everything before we make that commitment?"

Kyubey was silent. They walked for a little bit, both Sayaka and Madoka getting more and more unnerved as Kyubey didn't elaborate on things. Finally, as they got to the floor of Kyosuke's room, Madoka asked another question.

"Kyubey, why don't you call Key by his name?"

Kyubey's answer was matter of fact and light, and somehow, this didn't make it any nicer to their ears.

" _I see no reason to encourage another element of his mental illness. If I referred to him as 'Key' it would likely only validate him and make it all the harder for him to get treatment."_

The two girls glanced at each other again, then Sayaka said, "well, why don't you call him by his real name then."  
 _"Because Drone #01072011_ _is often too much of a mouthful for you humans to say all the time."_

Sayaka blinked, "you think that just because he has a name, he's mentally ill?"

Kyubey tilted his head, _"I just told you his name, or his designation if you want. He changed that and so, he's not a part of our mission anymore."_

Madoka was looking confused, and a little bit concerned, "Kyubey, why do you think he's insane?"

Kyubey turned away and sped up so that he could peer into Kyosuke's room. Sayaka and Madoka glanced at each other yet again. Why wouldn't Kyubey give them a straight answer?

* * *

 _"Kyubey's back with them"_ Key commented as he peered around the corner of the Hospital Hallway. He could see the girls walking down it, and Kyubey had just reappeared walking beside them. They appeared to be asking him questions, and to Key's relief, they were actually asking some probing questions that Kyubey would have a hard, if not impossible time to wriggle out of.

" _I wonder what the girls are doing here though, they know we've got a meeting in less than an hour?"_ Key asked idly as he saw the girls turn a bend and he scurried after them with Homura following him.

Homura answered in a bored voice, as though she'd heard the answer to this question enough times for it to lose all impact, "Sayaka is pining for a boy named Kyosuke Kamijo whose hand is crippled. She visits him whenever possible."

" _That's nice of her"_ Key said with some approval. He turned, and just caught Homura rolling her eyes.

" _What's wrong with Sayaka visiting her friend to give him some comfort?_ " He asked reasonably, he had noticed that Homura seemed to be a bit more openly disparaging of Sayaka than the other girls that they'd had contact with. With Mami, she just seemed to be rather apathetic (to a slightly frightening degree in his opinion, considering what might happen to her if she weren't made aware of how Witches were made) and with Madoka, Homura showed the closest Key had seen her show to kindness. Sayaka however, Key got the feeling that there was some sort of history between the two girls, which was odd, because they acted like they'd never seen Homura before she transferred into their class.

Homura continued to walk behind Key, keeping her face schooled impassively as Key looked back at her.

"The boy is a weakness for her. She would do anything for him, anything to heal him. She views him as a 'tortured artist' who just needs the use of his arm back in order to be happy again. Can't you think of a a creature that offers any wish in exchange for too high a price. Don't you think that this creature will be watching and waiting for the moment when she's vulnerable to get her to make a wish to save him."

Key gulped, and looked back up the hallway where the girls they were tailing had turned another corner. That made . . . a frightening amount of sense. If he were still . . . well he would've wasted no time in finding out Sayaka's weak points and would've probed them endlessly until she gave in. He would've been subtle enough that she wouldn't have questioned him until it was too late. Too late to save her soul, too late to prevent her being added to his collection of grief. Too late . . . like so many others who had trusted him . . . him . . . a monster.

A sharp nudge disrupted his thoughts and he jumped. He'd drifted off into thought and had stopped walking. Homura was standing over him with a raised eyebrow as she withdrew the foot that had pointedly nudged into him to get his attention. He shifted a little guiltily. Getting lost in thought was another new experience for him, very different from before, but that was no excuse.

He opened his mouth to say that they should continue on, but then his ears flicked up and his eyes grew wide, his long tentacles that sprouted out of his ears stood almost on end as he tensed and turned to stare down a hallway they were just passing by. Homura noticed all this and, somewhat in response to her still not being used to Kyubey (or at least something that looked like him) showing emotion at all, glanced down the hallway as well.

"What is it?" She asked, noting that the hallway was barred by some locked doors and that it apparently lead to the mental illness ward. She'd never had reason to visit there before.

" _I don't know . . . I can feel something in there, something not human. It feels . . . it feels . . . wrong. I can't think of any other way to describe it, just wrong"_ said Key, as he stared wide-eyed at the doors.

"Is it a Witch?" asked Homura, thinking that perhaps Kyubey had given a wish to a girl in that ward and she'd finally gone off the deep end.

" _No_ " Key said quickly, his gaze locked on the hallway. _"No, I know the feel of a Witch, and this feels different. It feels . . . wrong."_ His eyes narrowed. He began to creep towards the door, but Homura stepped in front of him.

"What about Madoka and Sayaka" she said simply. Key flushed slightly, but stood a little straighter.

" _We'll be seeing them within an hour anyway. I doubt they'll make any wishes before hearing what we have to say. I even think that they're starting to get suspicious of Kyubey. Besides, I need to investigate this. If it's a danger to the humans in this hospital, then it needs getting rid of."_

Homura raised an eyebrow at him, a move that Key was honestly starting to get used to, she used it so much when she thought he was doing something stupid or pointless. After a few moments however, she snorted lightly and said, "very well. If this thing really is a danger to people in this hospital, then Kyosuke could be in danger too."

With that, she strode towards the doors, thick and locked though they were. Key ran to catch up, slightly curious.

" _I thought you said it was stupid that Sayaka and Madoka cared about him? Why the sudden concern?"_

Homura tossed her hair as she came up to the doors, "you're right, I don't care about him particularly much, but his death would be another opportunity that Kyubey would use to try and get them to form a contract."

She fell silent, and after a moment, Key nodded and walked up to one of the doors. It was well locked and thick so no patient could escape, but locked doors were no obstacle to Kyubey and not to him either. Deciding on a simple approach, he inserted the tip of one of his ear tentacles and fiddled around in the lock. With a click, the door sprung open and both the Magical Girl and the Rogue Incubator strode in, locking the door behind them.

 _ **(Soundtrack: Dragon Age: Origins OST – The Fade)**_

These rooms were, unlike normal hospital rooms, clearly meant for security. Each room had a door that could be locked electronically and had both physical and electronic keys for opening them. Sharp objects were absent and, as they walked past some trays piled atop a cart, they could see that all the eating and drinking materials were made of non-sharp plastic. Still, sunlight came in through the windows and the indoor lights shone brightly. All in all, it seemed a normal, if not entirely pleasant part of the Hospital.

But in spite of this, Homura felt, slowly at first, but building, an unquiet feeling. As they walked further and further into the wing of the Hospital, she felt increasingly that they were intruding into the realm of some creature, something that didn't belong and that would not take kindly to intruders. A soft sweat broke on her forehead and she clenched her teeth, beside her she saw that Key was tense as a Deer that had sensed a predator and was trying to sense it's location.

With a small internal start, Homura noticed something and voiced it immediately, her voice barely steady.

"Where's the staff? Why are we the only ones here apart from the patients?"

Key's ears flicked back and forth forcibly reminding Homura of a hunted Deer once again

" _Gone"_ he hissed quietly. _"Most humans would've run at the first hint of this creature. You've got a sixth sense that is usually pretty good for sensing danger like this, even if it's only subconscious. In fact, the main reason we can stand it is probably because I'm not exactly human and . . . well . . . neither are you technically."_

Homura nodded, it made sense.

"Are you certain that this isn't a Witch?" she asked quietly. Key gave her a slightly sardonic look.

" _Does this feel like a Witch's lair?_ " he asked, the slightest bit of sarcasm evident in his voice.

No, no it didn't. Well, yes in the sense that it felt like the natural rules of the world were being violated. But this was different still. A Witch created their lair as a sort of miniature world, where their own rules and torments haunted them and whatever unfortunate soul happened to wander in. But in spite of that, Witch's Lairs were still the product of a human mind. No matter how much they'd been twisted and befouled by an inhuman tormentor, they were still the product of humans, or at least creatures that had once been human.

This, even though the world looked the same, it felt as though something lived here that just shouldn't exist, that didn't belong. It felt as though some beast from a far off land had been pulled out of it's rightful habitat and deposited here where it didn't belong. It felt-

A soft noise caused both Girl and Incubator to whip around. It had come from a room at the end of the hall, and they thought they heard the soft sound of voices, though one of them sounded odd. She and Key glanced at each other, then nodded. Homura reached into her shield and out came a pistol clenched in her hand. Key's fur began to stand on end as they both crept, silent as the grave, towards the room.

As they drew up outside the door, the voices became distinct enough for them to understand what was being said. Though one of them sounded . . . inhuman would probably be the best way of describe it. It had layered harmonics and was guttural, though it sounded oddly female.

"-eased tomorrow. You know where I live?" A young man's voice asked. He sounded tired.

" **YeS,"** the strange voice said. In spite of how odd it sounded, both Key and Homura felt that they could definitely hear a note of concern coming through in the next few words.

" **wIiLl You BE aLRIght gEtTiNg HoME? YoU'Ve beEN HaVIng a DiFFiCuLT TimE AcTIng NorMAl"**

"I'll be fine, I can handle this curse just so long as you are there for me. You're the only comfort I have in this new horrible world."

At this, Key peered around the corner and looked into the room. Homura watched his expression go from curiosity, to fear and finally to horror as he stared, his eyes so wide they looked at though they might pop out of his skull. Homura, unable to resist, turned to glance in herself.

She barely caught a glimpse, but that glimpse nearly caused her to scream. Something that looked like rotting bloody meat, with slime glistening on it, moving in such a way that demanded that it fall apart at the seams, but somehow it didn't. But before she could look further, one of Key's tentacle appendages shot out, extending and covered her eyes, shoving her back from the doorway and blocking her sight.

" _DON'T LOOK!"_

The sound her stumbling made was only a slight one as she staggered back, but a sudden flurry of movement and what sounded like a roar alerted her to the fact that whatever was in the room had heard and was aware of them. It came out, and Homura shoved her eyes shut, not wanting to see it, hearing it move with a sickening squelching noise was enough.

" **FOOOOOOD!"**

She heard it move towards her and moved her hand to her shield. She could feel tentacles lashing around her feet, smell its putrid odor. The tentacles tugged and she fell to the ground, the pistol she'd been holding flying out of her hand. She felt herself being drawn inexorably towards the creature and nearly threw up as she smelled its hot and unnatural fetid breath.

" _Please don't let me die!"_ she thought in a panic, her normally unflappable calm all but shattered by this strange and unnatural creature. " _I still have to save Madoka. Please let me live to finish that! Please God, anyone, PLEASE HELP ME!"_ Her hands groped her shield, but before she could rotate it, she heard and felt what seemed like a blast of fire. Heat washed over her as the tentacles let go, but she reveled in it, for it seemed to burn away the rotting smell. She heard a soft thud and couldn't help but open her eyes.

The creature that had come from the room and had been drawing her in to eat her lay a few feet away, and if Homura had not been so hardened, first by being a Magical Girl and second by fighting Witches for years on end, she was certain her mind would've snapped on the spot. As it was, she barely avoided voiding her bowels. Its form denied comprehension, bloated and bloody, tentacles sprouting from it at random, mouths with shark-like teeth forming and vanishing within it as it squelched along. It looked like nothing so much as an assortment of rotten putrefying meat that had been given form and function. And yet still, its very existence seemed a revolt against the laws of physics, as though it didn't belong and its presence warped the very air around it.

 _ **(Soundtrack: Sword Art Online OST – Stand At Bay)**_

However, at the moment it was cringing away from her, and Homura looked down and was startled by what she saw. Key was standing in front of her, his hackles raised, his body crouched and tense as if to spring. His tentacles were stretched up over his head, a ball of bluish energy crackling between them, large as a volleyball. His eyes burned with a fire and a silver mist almost seemed to leak out of them as he stared at the creature. Any and all of his usual timidity had vanished and his eyes promised pain and suffering to the creature if it dared to come within 5 feet of them again. He snarled and the creature started back. Homura realized that her earlier description of him as a Deer had been inaccurate. Deer were prey, and in this situation Key was clearly the predator, he was the W **olf**.

" _NOBODY TOUCHES HER!"_ Homura felt Key's psychic shout and heard patients waking up with cries several rooms down, it had carried that far. The creature cringed, and Homura stared in wonderment at this small white creature that had seemed so cowardly and useless to her as it strode forward, the energy he was holding pulsating and looking like it was barely restrained, as though reflecting the rage he felt at one of the closest thing he had to a friend being threatened.

" _IF YOU KNOW WHAT'S GOOD FOR YOU!"_ Key said in a thunderous voice, Homura would swear she almost felt the walls vibrating at the force of his voice, mental though it was, " _YOU'LL GET OUT OF HERE AND NEVER COME BACK TO HURT ANYONE. IF YOU EVER HARM ANOTHER HUMAN BEING, I WILL HUNT YOU DOWN AND I WILL MAKE SURE THAT YOU FEEL EVERY OUNCE THE PAIN THAT YOU SHOULD FEEL BY YOUR EXISTENCE HERE! "_

With that, he let loose the energy blast and the scream of the creature definitively did shake the walls and floor as it felt a white hot burn once more. Then, apparently deciding that it wasn't worth it to stick around, and with many a disgusting sound and noise, it picked itself up and tore off down the hall. Distantly, they heard the breaking of a window and knew that it had left the hospital.

 _ **(Soundtrack: Puella Magi Madoka Magica Rebellion OST – Take Your Hands)**_

Homura sat, panting and gasping as though she'd just run a marathon and stared at Key, who was still glaring after the disappeared monster, a foreign emotion playing inside of her. Long ago, she'd let go of all but the smallest kernel of hope that she could ever change the situation she was stuck in, that she could ever truly save Madoka. She'd been alone, but now, as she looked down at the white creature, she felt something warm in chest.

He had protected her, even when she had made him feel utterly frightened and unwanted, he'd protected her and sworn that he would never let anything touch her. Her lips quirked up the teeniest bit and she felt her eyes water ever so slightly. How long, how long had it been since anyone ever said anything on her behalf, since anyone had ever protected _her_ instead of the other way around. If she were being honest, she had a hard time remembering anyone other than Madoka in the first few timelines . . . and Mami, who had seemed to care for her like this little creature did. She'd thought when she first met him that Kyubey did, but that had turned out to be one of the worst mistakes she could've made. But this creature . . . Key . . . he was what Kyubey should've been.

Key began to turn, his body relaxing, and Homura quickly forced her body to do the same. She wiped her eyes and assumed her usual stoic expression. Luckily for her, Key didn't seem to notice or didn't comment on it if he saw. Instead, he walked up to her, his eyes full of concern.

" _Are you alright?"_ he asked gently, as he cleaned the slime and blood off of her clothes with a wave of his tentacled appendages. Homura felt something clench in her chest as he stared at her with nothing but love and understanding in his voice and had to fight off a fresh wave of tears. She wasn't weak, she was strong, she had to be strong to save Madoka . . . so why did she feel like all she wanted to do now was keel over and cry her heart out in front of Key?

Key's eyes were far away, as though seeing her like this reminded him of something. How many girls had he seen break down she wondered. Homura put her head down against her knees, desperately trying to keep herself from shaking and barely succeeding. Then she felt something rubbing up against her side and saw that Key was nuzzling her.

" _I understand, it was horrible for me too"_ he said softly, his eyes downcast and sad. As if he sensed that she was trying to hold herself back because of his presence, he turned and strode into the room that the monster had formerly been in. After he had gone, Homura finally did allow several large tears to leak out of her eyes, and she shook as she leaned back against a wall, indulging for a few moments in her fear and sorrow, allowing herself to be weak for just a bit.

Finally, after a minute of this, she wiped her eyes and stood, brushing herself off and composing herself, her stoic mask falling back into place more comfortably. From the room that the creature had been in, they heard a man calling, more like screaming, for someone called 'Saya.' She turned and walked in. The room in question was no different from any of the others, but the man laying on the bed looked at her, and then turned away, grimacing, as though the sight of her was a blight on the world that he'd rather not look at.

Then he yelled again, "WHERE'S SAYA, WHAT HAVE YOU DONE TO HER! IF YOU'VE DONE ANYTHING TO HER I'LL KILL YOU!"

He made as though to leap out of the bed and probably would've attacked Homura, but Key, who'd been rifling through some papers on a desk in the room, turned. Quick as lightning, one of his tentacles had extended and come to rest on the man's forehead.

" _Sleep. Sleep and find some rest from your hurts."_

With that, the man keeled back onto his bed, fast asleep, his face growing peaceful. Homura looked down at him, then at Key.

"Who's Saya?" she asked.

Key's face was grim, " _I think she was that thing I just ran off."_

Homura blinked, then blinked again, and again a third time. Finally, after several seconds of silence, she said, "what?"

Key leaped up onto the mans bed, putting one of his forepaws on the man's head. Key's expression grew sad as he stared down at him.

" _He's suffering from a mental illness. It's called Agnosia and it makes it so he sees the world in a horribly distorted way, as though everything looks like it's made of rotten and bloody meat chunks, and humans look like inhumane monsters. If he sees the world like that . . ."_

Homura followed the line of thought to its natural conclusion, "he might see that thing as looking normal."

" _Precisely,"_ said Key as he ran his forepaw over the man's forehead. His face grew sadder still.

" _I wish I could stay to help, I think I can cure his disease."_

"How?" asked Homura, "Incubators don't give wishes to boys, much less to men."

Key did not look at her, instead choosing to look down at the man with tired eyes, eyes that had seen and partaken in so much suffering and yet had to see more.

" _For a long time, when I granted wishes, I went to hospitals or places where girls were hurt. They often wished for me to cure their diseases and injuries. I gained a lot of knowledge on the Human body from these wishes and how they work. But fixing this would take time that we don't have. I'll have to come back later."_ With that, he leaned over and seemed to be sending a message to the man, though it was not directed at Homura.

Then he straightened up, ears flicking again, his eyes alert. Then he whirled around.

" _There's a Grief Seed about to Hatch downstairs! I think the girls have gone into it's lair!"_ he said in an anxious voice. Homura bit her lip as she turned to run out of the room with Key at her side. If the girls had gone into the new Witch's Lair, and if the Witch was who she thought it was, then it might very well kill them. They needed time to get there. Time.

She glanced down at Key. She tried to keep her abilities as secret from him as possible, out of a fear that this was just some trick of Kyubey's. But now . . .

With a grunt of annoyance, she grabbed Key by the scruff of his neck, ignoring his small yelp, and plopped him onto her shoulder. He stared at her, she had made it quite clear before that he was not welcome to ride on her like Kyubey usually did with other Magical Girls, so why had she seemingly changed her mind? But before he could ask, she had grabbed her shield and spun it. They both heard what sounded like gears spinning and suddenly, the world turned slightly grey and indistinct as though looking at it through a filter. As they passed a nurse frozen in the act of pushing a patient down the hall on a gurney, Homura heard Key mutter, "time magic . . . of course" but ignored him. There was nothing to be done about it now.

They exited the building and saw the entrance to the Witch's Lair. They ran, and with a leap, Homura and Key vanished into it.

* * *

Further into the lair, Mami and Madoka had been walking quickly along, hoping to catch up to Sayaka and Kyubey before the Witch hatched fully. Mami had been slightly angry when Madoka had come running up to her, telling her that a Grief Seed was hatching at the hospital and that Sayaka and Kyubey had gone into the forming labyrinth in order to keep an eye on it. However, all had gone well so far and Kyubey had been guiding them through the Witch's labyrinth so that they could get to the Witch as quickly as possible, maybe even before it hatched.

Truth be told however, both were slightly distracted in thinking about the meeting that they were set to have after this was all done. The inside of this Witches lair was strange as ever. Half of it seemed to be taking after the motif of a Hospital, with needles and hospital equipment scattered around and making up the superstructure of the place, which made sense considering it was hatching just outside of a Hospital. What made less sense was that the other half seemed to be patterned after an obsession with candy and . . . cheesecake for some reason. It had been relatively peaceful thus far, with Mami and Madoka being able to avoid any of the little Witch Minions that had been wandering around.

"Um, Mami?" Madoka said in a questioning voice.

Mami opened up her mouth and yawned cavernously, then she answered, "yes Madoka?"

"How close do you think we are to the center of the Labyrinth?"

Mami wrinkled her nose, "not far, why do you ask?'

Madoka looked down, "well, I'm just worried that we're going to be late for the meeting with Key and Homura."

"I see" Mami said. "Well, I wouldn't worry about that, I'm sure that I'll be able to defeat this Witch quick enough for us to make it back to my apartment in time. It's not a full Witch yet, so it will likely be unprepared for a Magical Girl, even if it manages to hatch before I get there."

They continued on walking, the walls now looking as though they were made of bleached white hospital beds all stacked up against each other. Both girls minds pondered what the meeting would be about. They'd both had some very interesting few days. Madoka had found out about a whole other world layered on top of the one she knew, and Mami had found out that there was far more information to what she was and what she did that she'd even realized. What that information was was still a mystery to her at the moment, but that was why they were having a meeting after all.

Mami's head tilted downwards and her voice was quiet as she voiced a question, "have you reconsidered?"

Madoka blinked, "reconsidered what Mami?"

"Becoming a Magical Girl. Now that we both know that there might be more things to it than just what I know, are you and Sayaka reconsidering becoming Magical Girls?"

Madoka looked away, her expression uncomfortable. "I, uh. I just . . ."

Mami gave a sigh, but she turned for a half-second and gave Madoka a small slightly sad smile.

"It's alright Madoka. I won't blame you if you are. You have a luxury I never did. You actually get to know what you're getting into and whether or not you want to get into it. I would be ashamed if I didn't allow you to know all the facts before you made your decision."

Madoka looked at the ground. They had passed into a new section of the lair, and it now seemed to resemble a catacomb made up of the insides of a slice of cheese, with numerous holes serving as paths forward.

"Well, I don't want to think that Kyubey would do anything bad, but . . . he hasn't seemed like he actually wants to answer any big questions we have."

Mami nodded, "he did seem to try and dodge the questions we asked, didn't he." She thought for a moment, but then shrugged, "hopefully this will all be cleared up after we get rid of this Witch."

Mami made to speed up, but Madoka grasped her hand with both of her own.

"But Mami, I just want you to know that I have been thinking really hard about what sort of wish I might want to make" she said tentatively.

Mami continued to move forward slowly. After a moment, she replied.

"I assume that this is just in case you still want to contract after hearing what Key has to say?"

"Yes," Madoka responded.

"Hmmm," Mami mused, "Do you have a favorite?"

". . . Yes . . . but, I think it's kind of naive and if I told you, I'm worried you might get mad."

The blond haired girl chuckled kindly, her hand that was holding onto Madoka as she led the way was warm and comforting.

"Let's find out. What's the wish?"

"Well, there's nothing special about me. I've never been good at school and I don't really have any talents. I'm scared this is how my life is going to stay. Always asking for help and never really being able to help when people need it. I can't stand thinking about it."

They had reached a door of sorts that seemed to stand up alone without a frame or a wall to support it. Mami nudged the door open cautiously, peering into the new room that the door somehow led to, in spite of their ability to walk around it in a full circle.

Madoka continued to speak, "but then I met you Mami and you showed me what it's like to stand up for people and really help them. And them, when I found out that I could do the same thing, I don't think I've ever been happier in my whole life!"

Mami contemplated this, frowning slightly while she weighed it in her mind as Madoka spoke further.

"And that's my wish, because if I did decide to be a Magical Girl and it's like what you've showed me, it would be a dream come true. I'm not good at anything. But if I can help people out like you, then I can be proud of the way I live. And that's the best think I could wish for."

Mami let go of Madoka's hand as they walked on. Her voice when she spoke was serious, as she truly urged Madoka to consider what she was planning to do.

"It won't be easy. You will get hurt. You won't have time to go on dates or have fun with your friends."

Madoka smiled brightly, not put off in the least, "I know, but after seeing how you keep doing your best, I really look up to you Mami! I think you're one of the coolest people I know."

Madoka's smile fell as Mami suddenly stopped walking and stood stock still. Though she couldn't see Mami's face, Madoka could hear her voice grow strained with emotion.

"I don't deserve it, you need a better role model."

Madoka gasped a bit. Mami's mind had once more been drawn back to a redhead that she'd once been best friends with, and had subsequently let down. She thought of how lonely her life had become ever since their ways had parted, and how happy she'd been these past few days as she'd mentored Madoka and Sayaka. Her mind jumped to Key as well, and how much he'd seemed to want to be near her and to be her friend. An ache formed in her chest as she compared these days to how her life had been for a long time now.

"When I'm scared or hurt, there's no one I can talk to. All I can do is cry on my own. It's not fun, being a Magical Girl. Even if the meeting we're having didn't change anything, I wouldn't blame you if you didn't want to be involved anymore."

Mami stared straight ahead, her posture poker stiff. But then she heard Madoka's voice speak again, kindness and understanding evident in it.

"I hear you Mami, but you're not alone anymore."  
Gratefulness swelled within Mami's chest. But it was doused slightly when she remembered that Madoka and Sayaka might hear something at the upcoming meeting that would make them not want to contract.

She pulled her hand out of Madoka's grip and clenched it.

"I'm not alone right now," Mami intoned, a tiny note of bitterness in her voice. "But what you don't contract?"

She felt Madoka put a hand on her shoulder and started a bit at the physical contact.

"It doesn't matter if I never contract Mami. Even if I never become a Magical Girl for as long as I live, I'll always have your back and be there to cheer you on and help you in any way I can."

Mami's eyes widened and she quickly turned to look at Madoka, grasping the younger girl by her shoulders as she felt something pricking at her eyes.

"Do you really mean that? Would you really stay my friend even if I had to deal with crazy stuff like this?" she gestured around the current room of the layer, which was a long path situated far above a small army of Witch familiars. Mami's eyes were wide, and tears began to leak out of them as she stared into Madoka's orbs, as though she was begging for the companionship and acceptance that she so craved but had been denied for time out of mind.

"Do you really want to stand by my side from now on? Do you really want to stay with me?"

Madoka's answer was given without any hesitation, "yes. If someone like me will do?"

A smile blossomed over Mami's face. She rubbed her eyes, feeling slightly embarrassed by her tears and actions.

"L-look at this. It isn't the type of behavior you'd expect from a role model, is it? I guess I'm not very good at this sort of thing."

Madoka smiled again, "but you are!"

Both girls smiled lightly as Mami spoke again.

"If you do end up taking the contract, so you may as well try and get something out of it. You could wish to be a billionaire, or to have the perfect boyfriend."

Madoka sighed slightly, "yeah I know, it's a once in a lifetime opportunity."

Mami continued on jokingly, "okay how about this, if you can't decide what to wish for by the time I finish off this Witch and you still want to become a Magical Girl after the meeting. Well, then we can throw a feast and you can wish for the best Cake in the world."

Madoka looked a bit surprised, "what, a cake? I can't make my wish for a Cake!"

Mami laughed slightly as she turned and began to walk further down into the labyrinth.

"Well then, decide on what you do want."

" _Mami!"_ came Kyubey's telepathic call. Both Madoka and Mami immediately tensed.

" _The Grief Seed, it's about to hatch!"_

Madoka glanced at Mami, and saw to her astonishment, that Mami was smirking.

"Fine then. I'll finish this one off quickly! We have a meeting to get to and I have a feast to plan!"

 _ **(Soundtrack: Puella Magi Madoka Magica - Mirai)**_

Mami spun on the spot, and with the golden light that Madoka had seen many times by now, Mami stood before her in her Magical Girl outfit. Madoka and Mami were standing on a large bridge, and below them sat many little Witch minions that looked like some sort of Chocolate Chip candy.

With a smile and a laugh, Mami leapt off of the bridge, ribbons springing up behind her to form a protective mesh around Madoka in case anything tried to get at her. Mami landed in the middle of the small creatures, smiling widely as they sprung at her. In a flash of light, a flintlock rifle appeared in her hand, several more appearing behind her, ready for use. Mami flicked her hand and her rifle boomed, the bullet smashing away the first monster. With the same swing, she brought the gun slamming into another monster that had tried to leap at her back. Less than a second later, she had grabbed another gun and had shot another monster away while knocking yet another one into goo.

The creatures screamed in rage and darted forward in a swarm, but an equally large swarm of bullets met their advance and Mami darted in amongst them, all fear forgotten. The Witch's Minions fell like wheat before a scythe. Mami conjured up more and more guns and wreaked a path of destruction as she blasted her way forward, with Madoka following close behind. It was as though a literal storm of guns had descended on that place and the destruction they wreaked reflected that image.

Mami felt light as a feather, as though she could do anything. The joy that she had felt as she realized that she once again had friends that would stand with her and help her filled her to such a degree that she felt like she would burst. She was happier than she had been since she and Kyoko had been friends, since when she still had her parents.

She grasped Madoka's hand and both of them ran forwards, the lair opening up before them. The warmth of Madoka's hand only caused Mami's smile to widen as she carved their path forward. There was no fear, no hesitation, no sadness in her as she led her pupil forward. Finally, as the inner sanctum of the Labyrinth loomed up in front of them, Mami let go of Madoka's hand as they both rushed forward. They spotted Sayaka and Kyubey hunkering down behind a giant piece of candy and hurried over to them.

"Sorry it took so long" Madoka apologized to Sayaka.

" _Careful, it's coming"_ Kyubey said.

 _ **(Soundtrack: Puella Magi Madoka Magica OST - Venari Strigas)**_

Sure enough, the Witch had hatched fully. This Witch looked reminiscent of a doll mixed with (appropriately enough) a piece of candy. It laid itself down onto a very tall chair, flopping like the doll it was imitating. But only for a moment, because Mami was already in motion, one of her guns slamming into the legs of the chair and toppling it over. As the Witch fell, it suddenly found its face acquainted with the stock of her gun as she swung the weapon into it. The candy-like head of the Witch was the first to hit the wall as it was catapulted through the air. It immediately began sliding down the curved border of it's lair as several shots came whizzing towards it from Mami's guns. It twitched and rolled, managing to avoid the shots as it slid down to the ground. Once there, it flopped bonelessly on the ground for a second and then lay still.

Mami strode up to it, wondering privately why it wasn't moving very much. She put her gun to its head, point-blank range, and fired. A small hole was left as she stepped back and the Witch did not move, but Mami intended to make sure it was dead. She summoned some ribbons and they hoisted the Witch into the air while keeping a firm grip on it. Mami decided that, as she wanted to get this over with quickly, she may as well use her most powerful move to finish it off here and now. With a flash of golden light, a massive gun manifested and Mami took aim.

"TIRO FINALE!"

Mami smirked as her finishing move hit home, though it did feel slightly weaker than that one against the flower themed Witch that Key had interfered in. It pierced the Witch and convulsed in what seemed to be death throes. Madoka and Sayaka both cheered as they witnessed all this. But it was premature, for out of the remains of the doll-like Witch's mouth sprouted something that seemed like a worm the color of tar with a mouth lined with sharp teeth like a shark. The doll's mouth stretched impossibly wide as the horror erupted from it like some perverse jack-in-the-box. As it moved, it grew large, large as a whale and it flew forward. Faster than Mami could react, it was suddenly in her face, its jaws opening up and moving around her head. Its breath smelled like rotten cheese and hospital chemicals. Mami blinked, something inside of her screaming to move, but all she could manage was a look of stunned disbelief.

As if in slow motion, the the mouth closed around her head, cutting off her view of Madoka and Sayaka's horrified faces. Time seemed to be stuttering to a halt as she gazed stupidly at the inside of the Witch's maw. But then she felt a sharp bite of pain in her neck.

 _ **CRUNCH**_

Her world dissolved.

* * *

 ** _Author's Notes:_**

 ** _Yes, I'm quite cruel aren't I?_**

 ** _Originally, this was gonna be longer, but somehow I felt like this worked better as a cliffhanger. Good news is that Chapter 4 will be that much longer because of this. Hopefully I can get it out to you guys soon._**

 ** _So, as you probably already figured out, Saya and the mental patient (Fuminori) are in fact characters from another work of Urobuchi, the main writer of Madoka Magica. The work in question is called Saya No Uta and their inclusion is a part of the overall plan for the fic, and trust me, they're not gone for good. I'm hardly the first author to have this idea, another excellent fanfic called "Broken Cycles" (a Madoka and Doctor Who crossover, link here: s/10352376/1/Broken-Cycles ) used this idea, though they ended that little crossover long before I plan to (though don't worry, it's not gonna usurp the plot, Walpurgisnacht is the major threat at the moment, not Saya). The Madoka series does have a dash of cosmic horror as a part of its makeup, and part of my intent with the inclusion of Saya is to add to that._**

 ** _I feel like the inclusion of Saya is the first of a trend that's your either gonna love or hate. I'm expanding on canon. As it stands right now, the Madoka Universe has general knowledge of the Witches, Magical Girls, and Incubators. But in order for what I have envisioned for this story to work, I'm gonna have to try and both work within the bounds of the current knowledge (what with this being made after the movie Rebellion and before any other film/series comes out) as well as try and fill the gaps where they need it for this story. As I've said before, this is still gonna operate on the story structure of the Anime (Walpurgisnacht is coming, and eventually, Winter . . . sorry, I had to do it.) There are things going on that, I hope, will pay off massively further down the line. To say much more would be a huge spoiler for this story._**

 ** _If you aren't a fan of me doing this, I completely understand, my biggest worry is that this'll end up not feeling like Madoka, but then again, that may be a bit inevitable given the trajectory of the story. I simply ask that you give it a fair shot, and if you still don't like it, fair enough. I've agonized over it and other story ideas myself, but ultimately, all I can do is try my best._**

 ** _Writing is simultaneously gratifying and makes you want to rip out your hair._**

 ** _Anyway, thanks a lot for reading! Make sure to leave a review to tell me what you thought? Constructive criticism is welcome, I won't pretend that this is the best thing ever written and would love to hear your opinion on how I could improve it!_**

 _ **Edit: As of 3/28/2019 this the conversation with Madoka and Mami was modified to give it a bit more variance from the canon. The main change is that Madoka shows reluctance to become a Magical Girl without knowing all the facts. This is in response to some good criticism from voiceless_choir who made some extremely good points. Thanks a lot for the help!**_


	4. Warnings, Explanations and Stories

**_Author's Note: Dear Lord above this chapter turned into a monster. Originally the front chunk was gonna be a part of the last chapter but got shuffled to create a cliffhanger. No matter what I did, this chapter just kept getting bigger and bigger until its of comparable size to the rest of the fic combined (running at around 23,000 words and around 30 pages in Microsoft Word. Sorry if it gets a bit hard to handle, I just couldn't think of a good enough spot or reason to cut it into another chapter._**

 ** _This chapter is heavy on explanation and info. Not everything gets explained, that's for later, but a good deal is introduced and a few questions I'm sure you've had since the beginning do get an explanation._**  
 ** _Another thing is that I'm seriously considering making a tv tropes page for this fanfic. Policy seems to be that tropes pages can be made by the author, but not reccomendations. I'd absolutely love to be put into the fanfic recommendations for Madoka Magica on Tv Tropes, I really would, but that's ultimately your guy's choice._**  
 ** _Anyway, enjoy!_**

* * *

 _ **(Soundtrack: Mass Effect – Vigil)**_

 _She was dead._

 _So why didn't she feel like it?_

 _Mami opened her eyes and saw golden eyes staring back at her. She blinked, the eyes she was seeing, did the same. She put her arms beneath her while glancing down and saw the person she was looking at mimic her. As she pushed herself into a sitting position, she realized that she was staring into a mirrored surface. Her reflection was all she was seeing. As she sat back, Mami looked around to try and figure out where she was. She was lying on some solid surface in a strange place. She was inside what looked like some sort of whitish dome. The whole thing was suffused with a soft and comforting golden glow, rather like the light that her soul gem gave off when it was fully charged. The curvature of the domed roof was so smooth that it was impossible to judge how big the room actually was as the ceiling became wall and eventually intersected with the floor._

 _Mami gazed around, but as she looked behind her, she saw something that looked out of place. While the wall and place in front of her looked perfectly made, the wall behind her was a different story. What looked like black tar seemed to be oozing out of the ground and spreading extraordinarily slowly up the wall and across the floor. It almost seemed to grow like a fungus, creeping out and over the smooth surface._

 _Mami slowly got to her feet, gazing in wonder at the location she was in, before she remembered what had just been happening. Her face blanched and she hugged herself and shook slightly, reliving the feeling of the Witch's undulating body and the rancid smell as it had . . . had_

 _She quivered and fell back to her knees. An unpleasant thought occurred._

" _Wait. If I died . . . then what happened to Sayaka and Madoka?"_

 _A few tears formed in her eyes as several fates presented themselves to her, from them making a contract on the spot, or simply being eaten by the Witch._

 _This last thought set her quivering again, "no . . . please . . . not that."_

 _A soft breeze ruffled her hair slightly. For a few moments, she didn't register this, but then her head shot up as she realized the impossibility of it. She was inside what looked like a closed space. While it wasn't stuffy at all (in fact the air, aside from the black stuff which smelled foul, was rather refreshing) there had been no movement in it since she arrived._

" _. . ._ _Mami_ _. . ."_

 _She spun around, searching for the source of the whisper. It had been so soft that she had barely heard it, and yet, contradictingly, she felt as though she couldn't have helped but hear it no matter how soft it had been._

" _. . ._ _Mami_ _. . ."_

 _She whipped around again, but she could see nothing._

" _Who's there?" she said hesitantly. The wind rustled her hair again, and this time, a fragrance was carried with it. A smell so sweet and wholesome that she felt as though she'd never truly known the meaning of those words before._

" _. . ._ _Mami_ _. . ."_

 _Mami considered these words as she looked around. They didn't sound threatening, and she didn't have any sort of feeling of danger like she got whenever a Witch was about._

" _Could you . . . come out into the open, so I can see and talk to you?" She asked tentatively._

" _. . . very well. . ." said the voice, this time at normal speaking level. While it sounded as though it were speaking right next to Mami's ear, it still carried the sound and feel as though it were carried on the wind, or perhaps thrumming through the air around them._

 _Mami was suddenly aware of a light forming in front of her. It was not golden, or blue, or purple or any color at all really. It was White, which showed up starkly against the Golden glow that suffused the space she was in. But then it was purple, blue, gold, red, yellow, and more and more colors that had no descriptor. It was every color combined._ _The being coalesced. Its form was human in outline, but the rest of him was . . . Mami could never describe him properly afterwards. There were no words she felt were adequate to describe it._

 _Perhaps the best description she could think of was a part of the night sky shaped like a human, the kind that you got on a clear night in the country. A sky so full of stars that it makes you realize just how small you are in comparison to the grand scope of existence. The countless points of light somehow illuminated the being brightly and gave it a rich and alive feeling. And yet that still fell so far short of the mark that it almost felt like an insult to describe the being as such. As she gazed at him, a strange effect occurred. Her gaze would start at the right side of the being and start looking left. But after a few seconds, she realized that she was still turning her eyes to the left and didn't seem to have reached the other side. Once her goal shifted from 'look left to get to other side of the being' to 'look at left side of the creature' her eyes found the left side of its silhouette. But no matter how far she seemed to gaze into it or try to look over it, there was always more and more to see. It went on forever. A soft breeze floated around the enclosed space that they were in, bringing with it a fragrant, rich, and clean smell._

 _Mami looked confusedly at the being who was looking at her (don't ask her how she knew he was, she just instinctively knew that he was). There was a short silence as Mami tried to size the creature up._

 _Finally, she spoke, "um, what's your name?"_

 _The being chuckled warmly with amusement, "I'm afraid my true name would be impossible for you to speak."_

" _Uh, why?"_

" _My name's a bit unique and doesn't really translate to something as simple as a few spoken sounds. Though I have been called many different names and things, none really equal to me."_

 _He did not speak as though he were boasting, merely stating some facts. If anything, he sounded genial about the subject, as though he were reciting an amusing anecdote._

 _"So," Mami said slowly, "is there a name that I can call you?"_

 _The creature smiled (once again don't ask Mami how it managed that, it just did) good-naturedly and said "Marethil's a good name, you can call me that if you want. Beats some of the alternatives you could come up with I'm sure."_

 _Mami put her hand to her mouth and giggled slightly at the last comment. Then a thought occurred to her and she put her hand down and looked pensively at Marethil. Some trepidation leaked into her voice._

" _Are you . . . are you . . . the . . .?"  
Marethil sighed, "no, I'm not the Grim Reaper."_

 _"Oh," Mami said simply. After a few seconds, she continued, "because I was going to say that you don't look anything like him. Or at least, how I thought the Grim Reaper was supposed to look like."_

 _Marethil smirked, "true, but people and things don't often look like how we think they'll look. Though, funnily enough, for the people who're aware of this, sometimes people and things look exactly like we think they'll look and thus, nothing like we think they'll look."_

 _A few more seconds passed before Marethil moved and sat down, looking to get himself comfortable. Mami hesitated, then sat down as well. Once she too was comfortably sitting, she decided to cut right to the questions she really wanted to ask._

" _Where are we? Why are you here? Who are you?"_

 _Marethil chuckled "so many questions. Well, to answer your first question. We're inside your Soul Gem."_

 _Silence greeted these words as Mami slowly looked around. She once more took in the domed ceiling, the golden mist surrounding them, and the black tarry substance behind her. Then she turned back to Marethil._

" _But, that's impossible."_

 _Marethil seemed to raise an eyebrow at her, "really? Why?"_

 _Mami opened up her mouth, then closed it again. She struggled on what to say for a few moments. After a long period of silence, it became apparent that she didn't know how to continue the conversation and Marethil spoke again._

" _As for why I'm here. It should become apparent pretty quickly."_

 _At this, he glanced up towards the ceiling, as if in anticipation of something. Not knowing what she was looking for, Mami looked up as well. Both their gazes rested on the ceiling, waiting for something to happen._

* * *

A grey filter had fallen over the world and everything was suspended mid-motion, as though someone had pressed pause on a video playback. Within the lair of the Witch who, if she had been given a name, would've been called Charlotte, everything was frozen as well. The reason for this became apparent as footsteps were heard in that frozen world as a someone approached the center of the Labyrinth, heedless of the destruction that had been wrought a few minutes earlier by Mami.

The two of them, Key and Homura, burst into the Witch's Inner Sanctum and were greeted with the horrible sight, frozen in mid-action due to Homura's power. Madoka and Sayaka were standing, petrified with fear, staring at the fight. Kyubey stood between them, but the worst sight of all was Mami, or rather, what was left of her. The Witch had taken on the form of a giant undulating worm-like creature with a face not unlike the decorations of a cupcake. It had its jaws around Mami's neck, and its teeth had already clamped shut. Once time resumed, Mami's body would fall away from her head and the Witch would gorge itself on her. Homura felt a slight stab of disappointment and sadness. Suddenly she heard Key gasp as he took in the scene before the little creature shifted his expression becoming stricken. But then, as he was gazing fixedly at Mami and the Witch, his eyes narrowed. They widened and he gasped out " _she's not dead yet!"_

"How so, it has her soul gem in its mouth," Homura pointed out, Mami always did love wearing it as a hairpin, stupid thing to do really.

" _But the Witch hasn't bitten down enough to break it, if we hurry we can still save her_!" Key said quickly, his eyes alight and slightly desperate.

Homura took stock of the situation, wondering how to save Mami's Soul Gem. She casually drew a rocket launcher out of her buckler and fired a few off at the body of the Witch as Key thought hard. The rockets froze about a second after they had fired, not being connected to her body anymore. Then she felt Key shift and saw that he was looking at the Rocket launcher with a look of dawning comprehension.

 _ **(Soundtrack: Madoka Magica OST – Numquam Vincar)**_

As she loaded up the next rocket, Key leapt off of her shoulder and strode along the barrel of the launcher. He situated himself on the front of the rocket to be fired. Homura raised an eyebrow at him as he glanced back at her.

" _Anything you fire at her runs the risk of harming her Soul Gem. We can't unpause time without that thing destroying her Soul Gem so we need something that can get her Soul Gem quickly who won't harm it. I'm the only thing that qualifies. So fire me at the Witch's mouth and I'll use the momentum to get Mami's Soul Gem._

"You are aware of how much this will hurt, aren't you?" Homura questioned mildly.

Key wriggled a bit, getting a firmer grip and said, _"it's worth it to save her."_

Homura stared at him, then took aim at the Witch's mouth and fired. Key's bloodcurdling scream rent the air as he shot forward, but only for a second as he too froze. Homura did not envy how he might look after the rocket detonated, but injury was part and parcel of the job. She supposed that some damage might be mitigated due to the modifications he'd made to toughen up his body. She shook her head and went about setting up the rest of her attacks on the Witch. Then, time resumed.

* * *

Madoka and Sayaka had been utterly terrified and horrified by the new turn of events. However, even with the new developments, neither was expecting Homura to literally appear out of thin air along with several missiles and what looked like a screaming Kyubey riding on one, all headed on a direct crash course with the Witch.

The missile that the abnormal Kyubey was riding detonated midair, half a second after the creature in question had leapt off it towards the Witch's mouth. The force of the explosion, combined with the speed that the Kyubey had already been going, ensured that it hit first, slamming into and through the cheek of the Witch, and blasting out the other side, holding on to what they belatedly realized was Mami's head. The other missiles impacted half a second later, shoving the Witch back and causing it to screech with pain. Meanwhile, Mami's body was blasted away by the force of the explosions and slammed into the ground in front of the two girls, legs and arms bent at impossible angles and blood spurting out of its neck stump.

Key impacted the Witch's mouth and punched through. In the instant that he was inside the Witch's mouth he grasped and got ahold of the lump of flesh that he knew to be Mami's head. A second later, he blasted out of the other side of the Witch's mouth, scattering black flesh and broken teeth everywhere. As Key landed on the ground, the Witch screamed in pain and rage. It turned and made to leap at Key, but another explosion slammed into its side, the extreme heat cooking away at its flesh. It turned and beheld Homura, standing on one of the table like platforms that dotted its inner sanctum. With another cry of rage, it darted forward, its wormlike body undulating grossly.

Key meanwhile was desperately trying to ignore the horrendous state that Mami's head was in as he searched it desperately, ignoring the burns and pains that wracked his body. His breath came fast and in short bursts as he felt as though he wanted to eject the nonexistent contents of his innards. Finally, he managed to pull a hairclip out from the ruined mess of hair and he sighed with relief. The gem was intact, though it was not shining very brightly and it was covered with a foul smelling liquid that he tried desperately to rub off as he quickly turned away from the ruined mess of Mami's head.

He looked up as another explosion went off and the Witch was knocked backwards yet again.

" _Her technique is fascinating"_ came a voice in his head and he whipped around to see that Kyubey was standing just behind him, gazing at Homura with his pupil eyes.

" _I still haven't really figured out what it is. All I know is that it allows her to act very calm and cool and seems to grant her access to using many weapons at once._ "

" _Why didn't you try to save Mami?!"_ Key asked angrily, more out of instinct than anything else. Kyubey tilted his head.

" _Her fate was sealed the moment she became a Magical Girl. While I must commend you on being able to save her, it is of no consequence. She will simply fall at a later date."_

Key looked back at the battle and blanched before dashing away.

Kyubey watched for a moment as Key fled, then he turned. Idly, he realized that the Witch had changed course, no doubt due to the manipulations of whatever power this Homura girl had. The Witch barreled forward and its roving eyes found him. The Witch's jaws, damaged though they were, opened once again and moved forward to claim another victim. Before Kyubey could compute the best course of action, the jaws of the Witch closed around him and he felt his body breaking into several pieces as the Witch chewed.

How annoying, now he had to think of an explanation for his resurrection. He'd probably have to wait a few days before talking to the girls. Experience suggested that letting them stew on the feelings that the near-death of a fellow Magical girl caused might make them more susceptible to contracting. At the very least, the spectre of death would likely wear down their psyches and make them more malleable.

Even with the malfunctioning model and that anomaly, the one girl designated Sayaka had the one boy she was caring for as an easy psychological trigger. Besides, even if things proved more difficult than usual, he could always throw a few more Witch's or rival magical girls their way. Imminent danger was usually a very powerful motivator for girls to contract, if only to save their lives.

Even if the rogue Drone and the girl known as Homura told them about the ultimate fate of Magical Girls, there were still a variety of methods he could use to get them to contract. Perhaps seeing how easy it would be for their families and friends to be consumed by Witches would work. Even in the unlikely event that that all failed somehow, there was always Walpurisnacht who inevitably forced either contracts or death (oftentimes both) And in the end, Entropy always won out. No matter how many small victories they had, in the end, people like them always lost. He simply had to turn their loss for the benefit of the Universe.

Entropy always won out.

* * *

Sayaka and Madoka were huddled behind a piece of debris, watching in horrified fascination as the Witch darted around, trying to pin down Homura unsuccessfully. Even if it seemed like it had caught her in its mouth, she simply reappeared elsewhere. A flash of white distracted the two and they turned to see Key rushing over to them, Mami's Soul Gem cradled in his tentacles.

" _Hurry! Take this and do not let anything, ANYTHING, happen to it!"_ Key said hurriedly as he forcefully shoved Mami's Soul Gem into Sayaka's hands.

Both girls stared at the Gem in shock, Madoka's hands were on her mouth, but Sayaka's face grew taut. She turned to Key with an expression of rage on her face.

"Make me into a Magical Girl! I don't care what my wish is, that thing just needs to die an-"

" _NO!"_ Key's mental shout caused the two of them to grasp their heads in mild pain and shock.

Key turned, staring at the battle in front of them. The girls followed suit.

The Witch made another lunge and seemed to engulf Homura in its mouth. But she simply strode out from behind another piece of debris halfway across the lair as though she had teleported. The Witch wheeled around, snarling, but was distracted as several explosions blossomed on its sides again. A second later, several bolts of energy slammed into its face and it screeched, its voice sounding like the distorted scream of a hospital patient in excruciating surgery. It flopped down, its body shuddering as it started to come apart. It thrashed, but due to the large holes and rifts dug in its body by all the bombs and energy blasts, this only succeeded in shaking its body into even more pieces. Only the top part of it, which consisted of the head, remained intact. This part had come to rest near to Madoka and Sayaka, and it simply stared balefully, but impotently at them.

 _ **(Soundtrack: The Walking Dead by Telltale Games OST – Alive Inside)**_

Then a glow distracted the two girls and they turned to see Key striding forward. His eyes were glowing with a bluish-white light, so brightly that power seemed to seep out of them like mist. His expression, however, was full of pity and pain as he walked slowly towards the Witch. The Witch turned its gaze and, seeing him, made a sound that shocked the two girls. It was not a snarl, nor was it a scream. It was a keening noise, like whale song, and it was sad and full of pain. It thrummed in the air and any fear that they had had left them as they stared at the creature that was keening mournfully as the small white creature drew nearer. The song spoke of loss, the pain of its existence, and a terrible despair.

As Key drew closer, he began to speak, and the girls were struck suddenly by how much warmer his voice sounded compared to Kyubey's.

" _Shhhhh, it's alright. I'm here, I'm here. It's all over now. Come on, time for you to go to sleep. Time for the nightmare to end. You don't have to suffer anymore; you don't have to cry or scream where no one can hear you. You don't have to hurt anymore. I'll take it all for you. All of it."_

With that, he was up so close to the Witch's face that he could've reached out and touched it. Indeed, he reached out a paw and placed it tenderly against the Witch's forehead. Madoka and Sayaka (and, off in a corner, Homura) saw with amazement, that large dollops of what looked like chocolate fudge were leaking like tears out of the eyes of the Witch. The clownish face that graced the Witch didn't look threatening anymore, but instead invoked a feeling of pity from all of the girls as it sniffed loudly and stared with wet eyes at the small thing that was offering it comfort.

Key's little tentacles that extended out of his ears extended, grew longer and longer and reached out over his head. Then they both moved forward and seemed to implant themselves into the Witch's skin. For a moment, nothing happened. Then Madoka and Sayaka both gasped as what seemed like black smoke appeared to leech out of the Witch and began to run down Key's tentacles. As it reached him, Key gasped and grit his teeth in apparent pain, his face clenching. His eyes however, were steadfast in the comfort they gave to the creature in front of it.

" _It's the least I can do."_

The Witch's face, which had continued to cry, seemed to relax as an expression of peace came onto it. It was shocking just how much less like a monster it looked when it's face wasn't twisted into some gross rictus that parodied human emotion. Its body started to shrink, as though it were dew evaporating beneath the Sun. Soon, it had all melted away, and they could see that Key was left holding a Grief Seed, but it was almost fully drained of the darkness that lay within. The Grief Seed seemed to emit a soft brown glow, sort of like a Soul Gem.

* * *

 _ **(Soundtrack: Mass Effect – Vigil)**_

 _There was a flash, and suddenly something seemed to fall out of thin air. It impacted Mami's shoulders and she fell to the ground. The something landed on top of her and started wriggling immediately. A second later, she heard a voice, a young female voice._

" _Oh! I'm sorry! I'm so sorry!"_

 _The something got off of her and Mami pushed herself back up on her elbows and looked to her right. There was a little girl, extraordinarily young, with white hair and orange eyes. Her outfit gave Mami the distinct impression that she too was a Magical Girl, or if not, that her mother must not pay much attention to what her daughter was wearing. The most eye catching article of clothing was a bright orange shawl, along with simple brown pants and a brown bow perched on top of her hair that looked oddly familiar._

 _The girl was looking at Mami with a horrified expression, her eyes were tearing up and her hand was at her mouth. She looked about ready to burst into tears. Mami's heart swelled with pity and she placed a hand on the little girl's shoulders._

" _It's alright, I'm not hurt. It would take a lot more than you falling on my shoulders to hurt me."_

 _The girl gave a tiny sob, "that's not-" she began, but her voice died, and a second later she had launched herself at Mami and latched her arms around the older girl's waist, crying hard while doing so. Mami was shocked by her behavior and confused by the fact that this girl whom she had never seen before in her life had suddenly intruded into this seemingly deserted area (well, besides her and Marethil) and was now clutching her for what seemed like dear life. For a few moments, she held her hands up, glancing awkwardly between Marethil and the girl as she sobbed into Mami's stomach. A few moments later however, pity eclipsed any feeling of awkwardness and Mami gently put her hands on the little girl and gave her a very loose hug. The younger girl tightened her grip as she sniffed loudly._

" _It's alright," Mami said comfortingly, "we're fine, see."_

 _After a while of the little girl sobbing into Mami's stomach, Mami asked a question._

" _What's your name?"_

 _The girl managed to answer through her tears, "Na-Nagisa M- Mo-Momoe."_

 _Mami heard a few steps and looked up to see that Marethil had walked over to them and was kneeling in front of them. He stretched out a hand and patted Nagisa on the head. The girl looked up at him sharply. But she seemed to relax as she looked at him._

 _Marethil spoke, his voice soft, "my name is Marethil. Nice to see you face to face Nagisa."_

 _Nagisa looked curiously at the being that looked like light that had taken basic human shape and form._

" _Do we know each other mister? Are you a friend of mo-"_

 _Her mouth snapped shut and more tears leaked out of her eyes as she clung onto Mami even tighter. Mami felt pity stab at her once again as Nagisa buried her face against Mami's stomach and sniffed loudly._

 _Marethil sighed sadly "yes, in a manner of speaking I am a friend of your mother."_

 _"Where is your mother?" Mami asked cautiously. Nagisa simply shook her head and clung on even tighter._

 _Marethil sighed once again and said "she's like you Mami. Her parents aren't around anymore."_

 _Mami flinched sharply. Unbidden, tears rushed to her eyes and she looked down at Nagisa, who was crying again. A few memories of her own parents, and the car crash that had claimed their lives (and had almost claimed hers) flashed through her mind and Mami fought off a sob. She renewed her hug of the little girl, who apparently held something in common with her (no matter how much Mami wished that that wasn't so). After a moment, she felt a hand lay itself on her shoulder and looked up to see that it was Marethil._

 _She opened her mouth to apologize for nearly crying in front of him but stopped as she gazed at him. His hand was soft and warm and, even though she could gaze forever into him and see no end, she could clearly see a look of kind understanding on his face. Silently, tears flowed out of Mami's eyes as she looked at him. She had shed tears over her parents before of course, but her life as a Magical Girl had not given her many opportunities to actually reflect on how her life had been before and after the tragic events that led to it. In some ways she'd preferred not to think about it, because she inevitably had gotten to blaming herself for not making a less selfish wish to save her parents, not just herself._

 _As she sniffed, she wondered what the circumstances behind Nagisa's parental loss were and where she came from. She was certain that she'd never met her before. This whole situation in fact had rapidly gone way past her usual helping of weirdness (and this was coming from a girl who could conjure flintlock guns, fought creatures born from nightmares, and was allied with a white magical talking weasel-thing)._

 _After a long time, or presumably a long time, time was a bit hard to tell in this place, Mami and Nagisa's tears tapered off. It was odd, but Mami felt better. It had been so long since she well and truly cried like that. She'd always had to bite back on it before, either because of her 'student' or because she'd had work to do. She wiped her cheeks as Marethil sat back and Nagisa let go of her waist. The three of them sat in silence for a bit, each contemplating the other._

 _Finally, Mami spoke again, "you still really haven't answered why you're here."  
Marethil smiled, "I suppose I haven't. Three things really. Firstly, you looked like you could use some comfort after what just happened, so I came."_

 _Mami blushed and looked away, "you really didn't have to-"_

 _Marethil held up a hand to stop Mami from speaking, "no I didn't, but I wanted to. Anyway, the second reason, was to talk to Nagisa here and to help explain the choice she has now."_

 _Nagisa looked curiously at Marethil as he turned to her._

" _Nagisa, Key has just purified your Soul Gem."_

" _Key can do that? I thought only a Grief Seed could do that?" Mami blurted out. She blushed as Nagisa and Marethil glanced at her and she put a hand over her mouth._

" _Sorry, I'll be quiet."_

 _Marethil nodded, then turned back to Nagisa, "as I said, Key has just purified your Soul Gem. But now you have a choice to make."_

 _The creature composed of light sighed and looked intently at the little girl, "your Soul may now pass on to what lies beyond. If you wish, I'll take you there now. However, if you wish, you may also remain. You can return to the world and live again, and eventually pass on again at a later date."_

 _Nagisa looked with wide eyes at Marethil, then her eyes fell and she asked a quiet question, "would mommy be angry with me if I was scared to go back."_

 _Marethil's eyes were full of pity as he moved forward once again and put a hand on Nagisa's shoulder._

" _Nagisa, your mother wouldn't be angry with you at all. It's perfectly fine that your scared, you have a right to be scared after what just happened. I know you're still hurting from what Kyubey did to you, and that you don't want to make a choice but unlike Kyubey I'll say this, there are no unintended or unmentioned side effects for either choice you're being presented. It is simple. If you choose to go back, you will go on living and shall continue to experience the joys and sorrows of that. What happens in your life will depend on the choices you and other make. If you choose to pass on, you will die and discover what lies beyond death. It's as simple as that."_

 _Nagisa was silent as she looked up at the being in front of her. Mami's mind was whirling as she tried to comprehend what she was hearing. Key had the power to cleanse Soul Gems? Why didn't Kyubey ever mention this? And this being professed to have some sort of power over life and death, or was it that it was simply the gatekeeper between life and death? Things had suddenly gotten far more complicated that she cared to think of._

 _"What would mommy want me to do?" Nagisa asked quietly as her gaze shifted to the ground._

 _"She would want you to make your own choice," Marethil said. But then he continued more sympathetically, "but I know how hard this is for you, being so young, so if you want to know, she'd like you to stay and help Key and the others."_

 _Nagisa looked up, her eyes wide, "I . . . I . . . what can I do?"_

 _Marethil smiled, "anything you can. They need all the help they can get and I know that you could give them help."_

 _Mami couldn't hold it in any longer, "what is Key doing that's so important?" she asked._

 _Marethil and Nagisa looked at her and Marethil sighed, "I think that's more for Key to tell you, you were planning on having a meeting to discuss the topic, weren't you? But know that it's important, more important than anything to do with Magical Girls and Witches than you've done to date."_

 _Nagisa had been listening with rapt attention and seemed to be coming to a decision. She asked one more question though._

" _If I went back, could I stop Kyubey from tricking people anymore?"_

" _You could try and you would certainly help start the process" Marethil said reasonably. At their crestfallen faces he smiled apologetically._

" _I am sorry, but part of living is not knowing what the future holds for you most of the time. You can see many different paths, but most of the time you only walk one of them. I can only say that what comes next for both of you will be a defining chapter for not just you, but countless other people and beings. Things are at work beyond what either of you, or even Key or Kyubey, are aware of and you all need to stand united against it."_

 _Mami looked at him curiously, "what are you talking about? And what does this have to do with Madoka and Sayaka?"_

 _"Not just them, but the others too. To survive what's coming, you'll need the others. Key and Homura to start with. Others will come with time. But Mami, what comes after is not all going to be pleasant."_

 _Marethil's gaze darkened and he looked pained._

" _And that is the third reason why I am here, to give a warning, well, two. For you and the others. The first is relatively minor but important."_

 _He gestured around at their surroundings as he spoke, "inside your Soul Gem, at the center of your being as a Magical Girl, it's easy to talk and to not be as perturbed by things as you might normally be, partially because I am here. But just be aware that your anxieties and fears won't dissipate because of this. You still have quite a few revelations left after you get back that will shock and possibly horrify you. Be prepared and don't be afraid to trust the others to help you."_

 _ **(Soundtrack: Puella Magi Madoka Magica OST – Facing the Truth)**_

 _Marethil breathed deeply, then he continued, "the more important warning is this. There are things at work. Things that are unseen to nearly all are at work and the status quo has been altered. For better or worse remains to be seen. Key's birth, as it were, is a sea change, but there are plenty of people and other creatures that won't like it."_

 _He gazed at the two girls in front of him his gaze somehow becoming even more piercing._

" _Ultimately the warning is this. You have to put aside your differences with each other it your group is going to make it. Homura and Key are far more important than you realize, but collectively, you all are going to need to lean on each other to get through what's coming. You and Sayaka have been vindictive and judgmental towards Homura, and Homura has been guilty of obsession of the one thing that she feels matters now. You all need to stop building walls and trust each other again. Else it's almost certain that death and worse awaits you."_

 _Mami blanched. Her life was complicated enough as it was, but now there was going to be more difficulties to come?! She didn't exactly have the best track record of helping people through tough times as it was._

" _But how can I do that?! I'm not even good enough to teach someone without them ending up hating me!" Mami cried in frustration. Marethil reached out and put a hand on her shoulder. He gazed at her with a kind and loving expression._

 _"Kyoko doesn't hate you Mami. I know you think that; I know that she thinks that, but she doesn't. She's hurt and angry because of what happened to her family and afraid of getting hurt again. You're one of the last people she knows still cares about her and one of the last people she still cares for. And having something to lose like that scares her. I know it's hard to endure but they need you. You are so much stronger than you think you are. Right now, the girls need you, and you need the girls. Together, you'll be capable of amazing things and you could change the world and more."_

 _There were a few moments where Mami just stared at Marethil, her eyes wide. Then she whispered in a choked voice "how do you know about Kyoko?"_

 _Mami hadn't even told Sayaka and Madoka about her friendship and falling out with Kyoko and she highly doubted that Kyoko would've recounted the story to anyone else. As far as she could tell nobody should know any of their relationship, much less the personal facts that this stranger seemed to know._

 _For the first time, some unease crept into her as she stared at the creature in front of her. Marethil wasn't human, that was plain, so what was he?_

 _Marethil stared at Mami, and his gaze pinned her, held her stiff. She stared into the depths of his visage and found no end, no bounds to him. It wasn't painful, nor even unpleasant in the strictest sense of the word. But it was unsettling and drove home the feeling that Marethil was something far beyond anything she'd ever seen or even comprehended before. This was a being that dwelled on a different level of existence and it occurred to her that she might only be seeing him in a form that she could best comprehend. In that case, even the faint outline of Marethil was enough to send her mind reeling and still seemed incomprehensible. Mami shuddered._

 _But then, the moment passed and Marethil sighed._

" _I've been watching you all for a long time Mami. That is how I know about Kyoko and yourself."_

 _Mami could sense that he wished to say no more on that particular subject and let it drop. Silence reigned for a few moments as Mami looked at the ground. Then her eyes flicked upwards._

" _What about Homura?"  
Marethil smiled sadly, "Homura is . . . difficult and you'll have to be very patient with her. But I promise that if you take the time to get to know her, then it'll be well worth it."_

 _Mami looked down again, "I . . . I don't know."_

 _Marethil gave her shoulder an encouraging pat, "just give her a try. Take my word for it that there's far more to her than you think."_

 _A few more moments passed, then both Marethil and Mami looked at Nagisa who had been watching the proceedings. She had a face that made it look like she was doing a lot of thinking. She looked up at Mami intently._

" _Mami, do you like cheese?"_

 _Startled at the seemingly random question, Mami stuttered, "uh . . . I guess so?"_

 _Nagisa gave the older girl a shrewd look and Mami continued, "I don't hate it and eat it occasionally if that's what you mean."_

 _Nagisa smiled widely, "then I want to stay with Mami so that we can eat cheese together all day long! If Mami needs my help, then I'll stay to make it up to her!"_

 _There were a few seconds long silence a Mami stared at Nagisa. After a few more moments, Nagisa smiled up at the older girl, her face a bit more serious, "mommy always said that helping others was really important, and if I could help some girls like me if I go back, then I think that that would be the right thing to do." Her face fell a fraction, "and I want to help you Mami."_

 _A small warm spark flickered in Mami's heart._

 _Marethil looked directly at Mami, "Mami, would you be fine with looking after Nagisa for the time being?"_

 _Mami sucked in her breath as she stared at the two. "You'd trust me with her, after what happened with Kyoko and what happened just now?" She said incredulously._

 _"I do. You have a good soul Mami, and this can be a new beginning for you all, if you'll take the chance."_

 _Mami thought for a minute. It wasn't as though she was unused to someone staying with her for a long period of time, Kyoko had for a while after . . . well she had. Still, this felt like it would be a different story, not least of which was because Nagisa was a bit younger than even Madoka and her friends. It was another unknown and it was daunting. But then again, it wasn't as though she could just turn the girl out, especially considering that she was a fellow Magical Girl._

 _Mami nodded, "I'll try."_

 _Marethil smiled, "well, with that, my purpose here is fulfilled. Time to get you two back."_

 _"Wait," Mami said quickly. Marethil looked at her expectantly._

 _"What are you," Mami said quickly, "I have no idea who you really are and why you're doing this?!"_

 _Marethil sighed with a sardonic smile on his face, "I'm a friend who's watched you all for a long time. As for why I'm doing this, well, you needed some help and some pointing in the right direction."_

" _But what are you?" Mami insisted, her eyes wide._

" _A question for another time Mami. We've been here long enough." Seeing Mami's disappointed face, he looked her square in the eyes. "I can't promise to save you from every hurt, or to grant your wishes Mami. Part of existence as it is now lies in working through the pains and hurts of life. But I can say that I'll always be fighting for you, even if you can't see it. Have a little hope. I know it's hard but hold onto hope."_

 _A peaceful drowsiness washed over Mami and she felt her eyes drooping. The last thing she remembered from that place was the soft sweet breeze blowing past her and the smiling face of Marethil staring down at her._

 _Then suddenly, everything started to feel heavy._

* * *

Key sighed as the last bit of darkness was drawn out of the Grief Seed. He stared at the gem in front of him with a face drawn with regret and sorrow. But then there was a bright flash from not just the purified Grief Seed in front of him, but also from Mami's Soul Gem that Sayaka was carrying. Both suddenly blazed with heat and both Sayaka and Key dropped them. They two gems' glowed brightly, so brightly that everyone was forced to look away.

When Sayaka and Madoka were able to look back, they blinked, trying to get rid of the lights burned onto the insides of their eyes. Then they froze. Mami was laying before them, completely whole and healthy, head intact. Whether or not the corpse that had lain before the two girls before had been repaired, or an entirely new body had replaced it, neither could tell. She groaned slightly as her eyes drifted open. She sat up slowly, grimacing as though her limbs and neck were stiff, and looked around herself in confusion, taking in the Witch's Lair that was starting to fade, as well as the stunned girls looking at her. She brought her hands up to her neck and felt it gingerly, her eyes wide. Her breathing grew sharp as the memories of the Witch enveloping her head seemed to come flooding back. Her hands began to shake, but then she seemed to have a new thought and she glanced around.

"Where's Nagisa? Where'd she go?"

She did not receive an answer right away, but instead got Madoka throwing herself into Mami's arms, crying loudly and shrilly.

"MAAAAAMIIIII!" Madoka yelled while tears leaked out of her eyes. She held on to Mami so tightly that Sayaka was certain that she wouldn't have been able to pry them apart, even if she'd taken a crowbar to the pair.

Homura strode over to Mami, gazing with a guarded expression down at the girl who was enveloped by a sobbing Madoka.

"Key?" Homura said, her voice somewhat questioning. Key was staring down at a small figure that was laying at his feet. His eyes were wide and full of shock. The four girls took a closer look at the figure that was laying there and felt as though a bolt of lightning had struck, but each for different (though connected) reasons.

Sitting, in the middle of the group, was a young girl with white hair that only Mami recognized. Nagisa Momoe blinked and opened her once again human eyes.

* * *

 _ **(Soundtrack: Puella Magi Madoka Magica OST – Amicae Carae Meae)**_

The sun was starting to set, and the clouds painted the sky like orange cotton. The reflected light off of this painted Mami's apartment a warm color that was some comfort to the exhausted girls and Key as they trudged in through the door and sat down. Madoka was still hanging off of Mami, who was still shaking every now and then at her near-death and miraculous survival. Possibly the only reason Mami hadn't fully broken down was that she was leading and hovering over Nagisa.

The little girl had been extraordinarily quiet after she'd woken up, only asking to make sure she knew who Key was. After this, as she'd looked around at the rapidly dissolving Witch's Lair, and Hospital building, she'd almost looked as though she wanted to start crying herself. Mami had introduced Nagisa and the rest of the group to each other (saying that she'd explain later how she knew who Nagisa was) and had tried to help the little girl. But her own shock at her near-death experience seemed to have started to catch up to her and she'd begun to shudder on and off.

Seeing that Mami wasn't fit for it at the moment, Key and Homura had taken command and had led the group back to Mami's apartment. Kyubey was nowhere to be found and did not appear again, something for which the two were extraordinarily grateful.

Nagisa, Mami, Madoka, and Sayaka sat down on one couch, scrunched together so that they could give comfort easily. Key and Homura sat down on the couch opposite them. There were a few minutes silence as everyone simply sat and breathed, trying to take in and move past the fight that they had just taken part of, and trying to wrap their minds around the things that had happened in that fight. Key's tentacles glowed softly as he ran them over his body, healing the wounds and burns that had occurred when he'd saved Mami's Soul Gem.

Finally, after healing himself and allowing himself to rest for a bit, Key seemed to pull himself out of deep thought and coughed lightly. Everyone turned to look at him and he blushed a little underneath all of their gazes. He struggled to speak as he looked around at them.

" _I'm . . . I'm not the best at explanations. I imagine you all have tons of questions. I just don't know where to begin."_  
Mami glanced around, as if noticing something for the first time.

"Where's Kyubey?"

Madoka and Sayaka's faces fell.

"He," Madoka began. She paused for a few seconds, but then managed to continue. "He . . . died. The Witch," she glanced at Nagisa, who was clinging tightly to Mami. "The Witch sort of . . . ate him."

"Kyubey's dead?" Mami said, more shocked than anything else. Kyubey had somehow always avoided death, no matter what Witch came to face down the Magical Girls she'd seen him contract. Then she noticed Key's head bow slightly as a weary look came into his eyes.

" _Kyubey's not dead Madoka. I'm very sorry to say it, but he's not."_

Madoka, Sayaka, and Mami all stared at him, then Sayaka spoke.

"But me and Madoka saw that Witch eat him! It chewed him up and swallowed him whole. How can he not be dead!"

A look of comprehension dawned on Mami's face, "this is because to what you told me last night?" she queried. "The bit about Key being the only individual of his kind?"

Key nodded, then seeing the confused looks on Madoka and Sayaka's faces, he sighed deeply.

" _I think I may as well just begin with that, because honestly, I don't think there really is a singular point that I can call 'the beginning' to start with. Anyway, the Kyubey that you have met and known for these past days and years, is the only individual in our species, beside me of course."_

The girls stared at Key, then Sayaka asked, "uh, how so?"

Key waved one of his forepaws and said, _"let me put it this way, my species has multiple bodies like yours. But aside from that, we're very different. See, all you humans have different personalities, different emotions . . . different souls. For each body, there's only one soul and one individual. But for my kind, there's only one personality, one will, one . . . entity running the whole thing. That entity is Kyubey._

The girls, particularly Madoka and Sayaka tried to wrap their minds around this. Mami seemed to be on track and understanding and even Nagisa nodded slightly. Homura said nothing, though she stayed sitting next to Key, as though giving her unspoken vote of confidence to him.

"So, why didn't Kyubey ever mention that to us?" Sayaka asked tentatively.

" _Because you didn't ask, because he didn't think it was important, and because he thought (correctly, it seems) that knowing that about him would make you suspicious, or at least confused."_

The answer was prompt and without a trace of doubt. Key looked intently at them as he continued on.

" _Kyubey only gives out information if he thinks that he'll steer you in the direction that he wants for his own benefit. He probably gave you a whole speech about how Magical Girls fight to save and protect the world from Witches as the Guardians of Mankind and how it's his job to help you do that."_

The girls sitting opposite Key glanced back and forth, somewhat nervously. Madoka was the one who asked the question.

"How . . . did you know that?"

Key's eyes darted to the ground and his body slumped slightly, shame evident in both his posture and expression.

" _Because . . . up until recently, that was what I did."_

There was silence, then Mami spoke up, her eyes seeming to pierce Key as she narrowed them slightly.

"Who are you? What are you? You say that Kyubey is the only individual of his species besides you, so how are you aprt from him. Just . . . who are you?"

Key sighed, " _Like how I said that there's only one entity controlling my whole race, but there's many multiple bodies. The Kyubey that you interact with, is a drone that's pretty much remote controlled either directly or with a set of instructions befitting its function to recruit Magical Girls. Up until recently, I was one of those drones."_

"But, you aren't now?" Nagisa suddenly asked. Everyone stared at her, she'd hardly said a word up until now. She was staring at Key with a hopeful look, "you aren't Kyubey!"

Key frowned, "no, I am not Kyubey. Not anymore."

Nagisa beamed at him, much to his and the other's confusion. Her face fell a little as she opened her mouth to explain.

 _ **(Soundtrack: Sword Art Online OST – Gracefully)**_

"Kyubey said that I would be happy if I made a contract with him. He said he would help me. But he didn't help me. He tricked me!" her eyes were brimming with tears and she clutched at Mami tightly as her face became constricted with sadness. Mami gave her shoulder a squeeze.

"How did Kyubey trick you?" Homura asked blandly. Nagisa gave a small sob and shook her head frantically.

Key sighed, " _he likely didn't lie, but he probably led the conversation. Trying to get you to make a contract while you were most vulnerable. What was happening that made you so eager to make a contract?"_

Nagisa once again shook her head, even more violently than before, her eyes wide. Mami squeezed her shoulder again and gave a reproachful look to the two sitting across from her.

"Maybe we should move on."

Sayaka cut in, "there's one thing I don't get, if Nagisa is a Magical Girl, why was she that Witch we just fought. I thought that Kyubey made Magical Girls to fight Witches!"

Key's face grew agitated, and that set a feeling of unease in Mami, Madoka and Sayaka's chests. Nagisa sniffled a bit into Mami's stomach. There was a very long, very drawn out silence in which the tension in the room grew. Finally, Homura spoke, and Key noticed that her hand was casually laying on her little buckler, in the exact position where she could stop time at a moment's notice.

"Tell them, otherwise this meeting was pointless."

Key sighed, very deeply.

" _Nagisa was a Witch . . . because that's what Magical Girls are made to be."_

There was silence.

"Huh" Mami said, her face blank as she stared at Key. Key didn't look at her, instead choosing to stare at the floor, as though afraid he would melt if he met her gaze.

" _A Magical Girl is the first stage of the being that Kyubey turns you into when you make a contract. When your Soul Gem becomes too tainted, or you lose all hope, you turn into Witches. Kyubey often talked about how Magical Girls bring hope to the world, and Witches bring despair, didn't he? Well, he conveniently leaves out the fact that a Witch is the final form of a Magical Girl. And when a Magical collects a Grief Seed and gives it to Kyubey, he harvests it."_

There was silence, not a sound was heard, even the air seemed to hang dead. Key risked a look around. Homura was staring at Mami intensely, as though on the lookout for something. Madoka had her mouth covered in horror, Sayaka's mouth was slightly open as she stared at Key, Mami had drawn out her Soul Gem and was simply staring at it with wide eyes. Nagisa was sniffling, but she was looking up at Mami with a concerned look on her face. The last rays of the sun seemed to be vanishing, casting the room into increasing darkness. Even the glow of Mami's Soul Gem seemed almost darker than before.

Seeing that nobody else was going to talk anytime soon, Key spoke up again.

" _A Soul Gem naturally degrades over time. It's slow, but it happens and, unless you get and use a Grief Seed there's no way, or at least almost no way for you drain the despair out. I . . . Kyubey makes you so that you are meant to fail . . ."_

Key's face was a study in sorrow as he looked in turn at Mami and Homura.

" _. . . I'm sorry . . . I am so so sorry. But there is a way I can help you. In fact I think that that has something to do with how Nagisa is here even though she was-"_

"Mami!" it was Nagisa who had spoken, her voice a loud squeak. She clutched at the girl who was staring, dead-eyed into her Soul-Gem. It **was** darker than it had been before. Nagisa shook her slightly, but Mami just stared, her face growing anguished. Her Soul Gem grew darker. Like patches of mud, seeping across glass, the darkness spread as Mami curled up into the fetal position on the couch.

"Mami!" cried Sayaka and Madoka, who both leaned over to the girl and grabbed her.

"Get away from me" Mami said quietly, tears streaming out of her eyes.

"Don't go Mami!" Madoka cried as she grasped the girl's shoulders. Nagisa clutched at Mami, as tears leaked out of her eyes and she stared imploringly at the older girl. Mami stared at her Soul Gem with hollow eyes, utterly devoid of hope. The Darkness now covered over half of her Soul Gem's once shining surface, and it was growing steadily. Within a few minutes, maybe less, her Soul Gem would be completely black.

 _ **(Soundtrack: "Touching Moment" by Wayne Jones)**_

Then something white streaked across the room and with a jump, Key landed on Mami's knees and looked her right in the eyes. The tentacle appendages that sprouted from his ears moved and caressed Mami's Soul Gem with the utmost gentleness. Key's eyes were sad, pitying, carrying a sorrow that caused all four girls on the couch, even Mami, to pause.

" _Please don't go Mami! I can help you! Don't give into despair, p-please don't."_

Mami sniffed deeply, her eyes desperate and pleading, "how could anyone help me? I'm a Magical Girl, maybe it would just be best for me to die right now as a Magical Girl, rather than become a Witch."

Homura stiffened. Her hand clutched her buckler, but she didn't rotate it. Yet.

Key's eyes were wide, his eyebrows tilting upwards, and . . . Sayaka and Madoka gasped slightly as they saw liquid form in Key's eyes, and tears began to flow as he stared beseechingly at Mami.

" _No Mami, you can't let Kyubey decide how you live your life! You can't let Kyubey win like this! Please let me help you! I promise that I can! I promise that I'll never let you become a Witch! I'll . . . I'll miss you if you go."_

"You . . . will?" Mami's voice was tepid, unsure.

Key smiled sadly, the tears running down his face were stained red by the setting sun " _you're my first friend Mami. Please don't let me have ruined your life totally. Let me make up for turning you into this. Let me help you."_

There was a very long moment of silence. Mami's Soul Gem grew darker, and she sniffed yet again as more tears streamed down her face.

"Help . . . please."

Key nodded, and at once, his tentacle appendages that had been cradling Mami's Soul Gem began to glow. Little droplets of darkness were drawn out of the Soul Gem and seemed to flow up and into Key's tentacles. Magical Girl and Rogue Incubator never broke eye contact as the girl's watched in astonishment as Mami's Soul Gem purified, finally glowing brighter than it had ever before.

Both Mami and Key let out loud gasps as the last droplet of despair vanished. Mami stared down at her Soul Gem with wide eyes and Key breathed heavily, shaking his head as if trying to banish an unpleasant feeling.

"It's pure . . . it's purer than it was the day I got it" Mami said, her voice full of wonder as she stared at her Soul Gem. Then she seemed to register something.

She looked at Key, "you said that you were the one who ruined my life. What did you mean by that?"

Key gulped slightly, then looked down, _"I . . . I was the drone who found you in the car wreck . . . I was the . . . the one who accepted your contract. But back then, I wasn't really me, I was Kyubey."_ Key continued looking down, his tears falling even faster. Wait, when had he been able to cry?!

Key turned his head away, not wanting to see Mami's face which he was sure had now morphed into an angry expression.

" _Ever since I saw you a few days ago, I've wanted to help you, I've tried to get it to where I could talk to you. I . . . I . . . I had to make up for making you into this. For just watching while you got in a car wreck and taking advantage of you when you were dying. I wasn't your friend then, but I wanted to try and be one to you now."_

A keening noise erupted from Key as he hunched in on himself, his eyes wide and wet.

" _I'm sorry Mami, I'm so sorry. I know you can't ever forgive me for doing this to you but I-"_

But suddenly hands were around him and were pulling him close. He gasped as Mami dragged Key in for a hug.

"I know. I think I understand enough, Key. Thank you for coming back for me! Thank you for trying to help me! And for the record, I'd love to be your friend!"

Key simply sniffed loudly and buried his face in Mami's neck. For a long time, both of them simply sat there, crying into each other's embrace, letting emotions that they had bottled up for so long, loose. Madoka and Sayaka were smiling widely, Nagisa was beaming and clapped her hands. Sayaka noted something out of the corner of her eye and turned slightly. Homura had let her hand fall from her buckler, not even seeming to realize what she was doing and was staring at Key and Mami with a shocked look on her face. She was looking at them as though she'd never seen anything like them before. Sayaka clamped a hand over her mouth and desperately tried to stifle the snort of laughter that was bursting out of her at the sight of Homura's dumbfounded expression.

Eventually, Key hopped down out of Mami's hands and onto her table, then he froze and put a paw up to the wetness around his eyes.

" _Have I been . . . crying?"_

All the girls exchanged confused looks.

"Yeah, I mean that's what people do when stuff like this happens, isn't it?" asked Madoka uncertainly.

Key shook his head, " _no, I mean yes, I mean . . . I didn't have tear ducts! I shouldn't physically be able to cry!"_

The girls didn't really know how to respond to that. Key was examining himself, after a few moments, he spoke again.

" _I . . . I was hurting inside and I felt like I couldn't stand it. I was so sad about what was happening to Mami and I needed some release. . . and then I . . . I somehow just started crying. I . . . I . . . I have no explanation._ "

"Maybe you did it unconsciously?" Mami suggested tentatively.

Key considered that, _"maybe, I don't know."_

He winced and his brow furrowed, " _why does this feel so much rawer than before? I feel like it's a more intense feeling than what I had before."_

Key shuddered, almost violently as a fresh wave of tears came out of his eyes. He gave a keening sound as he all but collapsed to the tabletop as what seemed a fresh wave of sorrow came over him. Mami reached out a hand and laid it on Key's back. He melted into her hand and she began to pet him. He sucked air in through long and deep breaths as he tried to get himself under control. After a bit, he seemed to calm as Mami continued to caress him.

" _What's happening to me?"_ Key said in a half-curious, half-scared sounding voice.

"Are randomly growing body parts normal for you?" asked Madoka tentatively.

"Don't you mean, aren't they normal for Kyubey?" Sayaka corrected.

Nagisa swatted Sayaka's leg, "didn't you hear him, he's not Kyubey! He's Mami's friend and he's not mean like Kyubey was!"

Mami looked at Key with a small smile, curiosity had mixed into her expression as well.

"What are you Key? I think we need to know just what you are before we continue on with anything else."

Key swallowed and then he sighed as he looked at them. He was feeling much calmer than he had a few moments ago, but still he wasn't eager to go into what he'd been before he became what he was now. But he knew that they deserved to know. He was asking for a lot of faith and forgiveness from them and they deserved to know what he was and why he was so different from Kyubey.

" _I think it's time that I told you my story. My full story."_

He looked around, then back at them.

" _It's a bit hard to tell with words. I think I have a good way; it'll be quicker and it'll be much more informative than me simply telling you. But I'd like your permission before I do it."_

"What is it?" Mami asked.

Key spoke simply, " _we drones can gain powers based on the Wishes we've granted, and one of the Wishes I granted enabled me to be able to view and display memories as though the viewer were actually living them, or at least present for them. I can show you my story like this and it'll be a far better explanation than me just telling you. But I won't do it without your permission and I promise that there will be no unmentioned side effects and that you can leave whenever you want."_

"How many powers do you have?" Homura asked, her eyes narrowed slightly, "You didn't mention this before."

Key licked his lips and glanced at Homura with a slightly nervous tick, _"uh, there was nothing about it that could be potentially harmful to you and I never really thought of it. But more to the point, I don't have many. Back when I was a drone I would be occasionally . . . 'reset' . . . I suppose the word would be and start off with a clean slate to try and make sure I didn't get too many errors. But anyway, do you want to see my memories?"_

There was silence as the girls considered it for a moment, then Madoka piped up.

"Show me a memory of mine. Show me the time when we first met but show me why you were chasing Kyubey!"

Key blinked in surprise, then gazed around questioningly at the others. Mami put her hand to her chin and, after a few moments thought, nodded.

"That does seem to be the first time all of us were together in the same place. It makes the most sense as a way to make sure this ability works since we all can remember what happened, well except for Nagisa.

Nagisa smiled up at Mami, "that's okay, I want to see how you all met!" Sayaka nodded her assent and Homura did the same a moment later.

Key closed his eyes. A few seconds went by, then the girls felt a thrum run through the air. Key's eyes opened and they glowed white with a bluish tint. Each girl felt a tug in their navel as Key's eyes seemed to expand and they all had a momentary sensation of falling. Mist and fog obscured their vision for a few seconds, with Key's eyes being the one thing that remained visible. Then they blinked and looked around. The world around them was blank, a white foggy nothingness. But it seemed that the motes and pillars of mist were forming into objects and shapes. Quickly, a rooftop assembled itself on top of a building high in the air. Glancing around, Sayaka saw that across the street lay the Mitakihara Mall, the one that she and Madoka had been frequenting when they'd first met Kyubey. Sayaka felt a tug on her sleeve and saw that Madoka was pointing down off of the roof and towards a entrance of the Mall. Looking down, Sayaka started slightly as she saw a carbon copy of herself and Madoka walking in through the front door of the building.

"How do we leave?" the question was from Homura, who was glancing around with something approaching wariness. "You said we could leave this vision whenever we want. How do we do that?"

Key gestured around them, " _We aren't really here, just our minds. So just will yourself to wake up and you will."_

Homura nodded and her brow furrowed as though she was concentrating. A second later, she vanished. Key's eyes closed and his brown furrowed as well. The world around them seemed to freeze in mid action and a few seconds went by with nothing happening. The girls awkwardly stared at at the Rogue Incubator until Sayaka finally broke the silence.

"Um, what are you doing?" she asked.

" _I'm inviting Homura back into the vision. She woke up on the outside when she willed it and now needs to be let back in by myself. She should be back in in about . . . ah, there she is."_

At the point where she had vanished, Homura reappeared. She nodded at the others, then turned to watch as the memory unfroze.

A soft sound made the girls turn and they saw to their shock that Kyubey was staring down at the two girls unblinkingly, his gaze following their progress into the building.

Madoka was confused, "what's he doing?" she asked.

Key hopped up onto a ventilation shaft that came up and out of the roof, _"he's observing you, evaluating your potential energy to be harvested."_

A sound caught their attention and they turned to see Key walking out onto the roof. The girls glanced back and forth between the present Key and the Key in the memory a few times before focusing in on what was happening. The scene unfolded with Kyubey and Key speaking telepathically (perhaps as an intuitive feature, even though it had been telepathic, everyone could hear the conversation.)

"Why does he think you're broken?" Madoka suddenly asked as past Key and Kyubey talked.

Key looked at the ground, " _Kyubey considers emotions and anything other than cold hard logic to be a mental disorder. So, what with me having emotions and all, he just sees me as a broken cog in his machine. If I actually took hum up on his offer and went back with him, I can only imagine what he'd do with me. Probably either keep me around for studying or rewrite my mind to 'correct' it."_

"But what about what you want?" Madoka said vehemently

Key smirked and a small chuckle emerged from his mouth.

" _He doesn't care. Why would he? According to him, everyone is beneath him him and I'm just a computer that's having error messages."_

The smirk fell from his face as Key's eyes slowly fell to the ground, " _I'm . . . I'm not even a person to him. 'If he decided that forcing me to 'reboot' would be more trouble than it was worth, he might just render me brain-dead and insert a new mind in, or just chuck my body in a matter reclamation vat."_

His tone did nothing to comfort the girls as he described his potential fates. But before anyone could comment on this statement, they were distracted as past-Key grabbed Kyubey by the tail and threw him against a vent.

" _Get out of here, I'm not letting you talk to those girls. I won't let them down the way I did the others."_

"Other's?" Mami said questioningly, glancing at Key.

Key opened his mouth to answer, but past-Kyubey's hopping into the vent and past-Key's scramble to follow him distracted everyone once again. The scene seemed to shift and everyone found themselves standing inside what was obviously one of the sections of the mall that was closed for repair. Key and Kyubey were locked in combat with each other in one of the corners. Well, it would be more accurate to say that Kyubey was trying to rush towards one side of the room, and Key was blocking him as much as possible.

The fight didn't go on for long before Homura entered the scene and quickly fired a purple energy blast at Kyubey. Mami, Madoka and Sayaka gasped on reflex as the attack connected and Kyubey's body was vaporized, with naught but a smoking crater remaining. A soft scuttling behind them caused all of them, both the people who were part of the vision and the observers to turn around and see another Kyubey running across the room. The vision version of Key and Homura quickly gave chase and the vision shifted once again. Now Madoka was kneeling, holding Kyubey in her arms who as acting hurt. Key was staring at both of them with a horrified expression and Homura was walking out of the shadows towards Madoka.

Madoka blushed and looked at the ground, it hurt slightly to see herself getting manipulated so easily. Noticing this, Sayaka tried to lighten the mood.

"Hey, this is the part where I kicked Homura's a-" she stopped short and glanced down at Nagisa who was looking at her curiously. Sayaka quickly tried to reword her sentence, "where I totally owned Homura!"

Homura's usual blank face darkened into a frown as she looked off to the side.

"You caught me by surprise, nothing more" she said quickly.

"Yeah, which I used to totally own you" Sayaka insisted with a huge smirk on her face.

Homura leveled her deadpan stare at Sayaka, who grinned at the other girl. Her grin only grew larger as a blast of firefighting foam erupted from a corner and covered both the vision versions of Homura and Key. From their unique vantage point, the girls saw Homura and Key both floundering in the substance, their arms and appendages respectively waving like they were attempting to bat away an annoying bird that kept pecking at them. It was so unusual to see Homura flailing about so frantically that everyone except for the girl in question had to stifle their chuckles as Homura blushed a faint pink.

After a few moments, the foam barrier dissipated and Homura and Key looked around. As soon as they did however, strange colors and shapes suddenly started to bloom out of nowhere. The Witch's Lair, for that is of course what it was, took shape and vision-Homura muttered in an annoyed voice, "why is this happening now?"

" _My thoughts exactly."_ they heard Key say in agreement. After a measuring look at him, vision-Homura sighed and took off after the two girls. A few seconds later, as the two ran down one of the pathways that made up the lair, they heard a cacophony of musket blasts. Vision-Homura muttered Mami's name, as if in recognition. Mami's eyes narrowed as she heard this.

" _How did she know my name_ " she thought as she glanced between the real Homura and the vision version of her. _"I've never met her before, though something about her does seem slightly familiar. What's her secret?"_

As the vision showed Homura and Key coming upon the others and the Witch's Lair beginning to dissipate, the real Homura spoke up.

"I think that that's enough for now. Are you all satisfied with this demonstration? The girls looked between each other and then turned back, nodding in turn at Key. Key smiled gratefully at them and then closed his eyes. A second later, the opened them again and once more they glowed with white light tinged with blue. The scene dissolved into white fog. There was a tug in each of their navel's and then they felt the feel of a couch and they opened their eyes. Mami's apartment greeted them and they all sat up.

There were a few moments of reorienting themselves before they all looked at Key. He blushed a bit under their scrutiny.

"So you really were just trying to help us," Sayaka was the one who'd spoken as she looked down at Key. He nodded and glanced around at them all.

" _Do you still want to know why I'm like this?"_ he asked tentatively.

"Yes," it was Homura who had answered this time. She was looking down at Key and there was the faintest bit of curiosity on her face. The other girls nodded in turn.

"Show us Key" Mami said. "I think we all need to know."

Key nodded and once more, he closed his eyes. As he reopened them, shining bright, there was the same tug around the girl's navels as the world was obscured and then began to reform. However, this time it felt odd. Key's world did not form into anything that they could see, and they stood in a black empty space.

" _I think to really explain things I have to go back to the beginning. My beginning to be exact."_

"Why does it feel so . . . so . . . " Madoka struggled to find the right words "dull."

"I was gonna say colorless," Sayaka piped up.

Key sighed, " _this is my memory, and I'm showing it how I perceived them. I think the word you're looking for, is 'empty.'"_ Key swallowed hard. Then he appeared to take a deep and fortifying breath. " _Let's just start, I don't want to stay here any longer than we need to."_

With that, the memories began.

* * *

 _ **(Soundtrack: I, Robot OST – Main Theme)**_

 _He existed._

 _For a moment that was all, then the sense of touch was given to him. He felt something moving across him, inside of him, adding to him. Constructing him, he realized with the small amount of intelligence he had. This thought was not frightening, nor was it wondrous, or angering, or anything else. It simply was, and he had no feelings for it one way or another._

 _Smell came next, the smell of chemicals and what he would later know as a drone construction machine. Hearing came and he heard the machine moving as it enabled his sensory organs. Taste was next and he felt the taste of his mouth, very bland. Finally, sight and he saw the world for the first time. He stared, utterly uninterested._

 _He sat, not moving, not wanting to move, not wanting to stay, not wanting anything. He was empty. Then the mental touch came and an animating will filled him. Information was downloaded and purpose came. He shifted slightly testing out his new body, making sure it suffered no defects._

 _The mental contact shifted, running a checklist for him, asking questions to make sure he had the correct responses._

" _What are you?"_

" _A Drone for the Incubator."_

" _My mission?"_

" _To save the universe from Entropy."_

" _What is the mission area designated to this drone?"_

" _A planet known by the inhabitants as 'Earth.'"_

" _And this drone's agenda."_

" _To harvest the emotional energy of the younger females of the species by turning them into Magical Girls and then into Witches."_

 _More information flowed, how to do this, how to fit in and tactics for how to manipulate the young females of the human race. He archived it, and then moved in step with his grouping of new drones assigned to Earth. They all moved in the same motion, no defect in them and no change disrupting them. After all, they were all the same person, all of them were Kyubey. To break step would waste energy and that was the antithesis of what they were made for. They passed through many halls until they came to a hangar and boarded a ship. They each arranged themselves in a space-conserving manner and sat as the ship took off, ready to drop him off on Earth. Shoulder to shoulder, stacked on top of each other they packed the ship up to bursting. Any other species would've had a panic attack at the mere thought of being stuck in that block of flesh and bodies. But Kyubey felt nothing and neither did any of his extensions. This was efficient, they must fit as many drones as possible into each trip._

 _Earth was a lucrative planet and Kyubey was expanding his operation. The ship left Kyubey's home planet and accelerated towards Earth. Then it simply let momentum carry it forward. The length of the trip was negligible and the drone didn't care either way. It was simply ready to begin its duties. As they arrived on Earth, he was dropped off in his turn and immediately began his search for a girl with the karmic potential to become a Magical Girl. He did not have long to look and his first contract had swiftly been made. After that came more and more as the years stretched on. Time was of no consequence to him, his one goal was Kyubey's goal, to harvest these girl's energy and therefore to save the universe. Time after time, he traded a wish that they wanted, or thought they wanted, for their lives and eventually, their souls. He tried to help his charges survive, it would be wasteful not to. If they died before becoming Witches, his efforts were wasted as he could no longer harvest the energy that their Grief Seed would've given._

 _As they watched, the girls noted that, from Key (or would it be more accurate to say Kyubey?) the time seemed to flash by quickly. It wasn't that he didn't remember much, he could remember immensely well, but his perspective in these memories seemed to be one that was simply uninterested in recalling anything that didn't pertain to his mission. Very little was worthy of a stopover in memory lane. Morbidly, it was rather repetitive how he lured young girls into wishes, though for all his amorality and manipulation, several of the girls noted that he never forced anyone into making a wish, and he several times informed girls if the wish they were making was self-defeating one. No matter how conniving and how much information he omitted, he never forced their choice, though he did manipulate the situation and variables as much as possible to skew it in his favor. If the girl had a request that didn't impede his mission, he gave it to them. And he always fulfilled their wishes it, even if it wasn't the wish he'd wanted them to make._

 _The drone that would eventually be Key was not always in direct connection to the driving will of Kyubey, more that it seemed that Kyubey had loose connection over many drones. These drones each had instructions that they followed, extraordinarily detailed instructions to be sure to give the facade of life, but just instructions nonetheless. The drone that would become Key constantly uploaded his experiences and memories to be archived and, at times, received "software updates" from Kyubey._

 _Another thing that cropped up was, when he was out of direct contact with Kyubey's main focus for long periods of time, 'glitches' seemed to crop up. None of these were especially debilitating and were comparatively minor, but nonetheless, a few times, he did not behave as "Kyubey" might've. However, this would always be corrected whenever he reconnected and was "defragmented" or "patched," to use computer terms. The errors and irregularities were wiped out and he returned to his job as an Incubator._

 _The scene sped up again and arrived at a point where a girl had just turned into a Witch. This was rather irregular, him being in the Witch's Labyrinth as it was born. He looked up at the Witch, then reasoned that there was little point to sticking around now, soon enough another Magical Girl would turn up to finish the newborn Witch off._

 _The Witch screamed and roared, as though something inside of it recognized him. He turned to leave, but suddenly he was seized in the hand of the Witch and pulled back. For a second, he sighted the sheer hatred the Witch looked at him with, then its multi-hinged jaw opened up and he fell into blackness._

 _And then, he died._

 _Though, could you even call it death if you aren't really alive?_

 _A second later, Kyubey noted the loss of one of his drone extensions and remade his body. His memories downloaded without flaw and he was back to work. It was not convenient or efficient to simply spawn bodies out of the magical field, but needs must when they had a quota to fill and they were short on drones. Normally it was more efficient to grow them naturally, but there were many girls with potential in this town, so he was needed. He strode off to make more contracts._

 _On and on it went, and Key betrayed and harvested again and again. It flashed by so fast, that the girls were somewhat thankful of Kyubey's emotional disconnect as it made even a drive by witnessing of these events easier to bear. But finally, something happened._

 _Another girl was met, just another in the long line of energy generators. She was young, unusually young for such power, barely 12 years old to hold the amount of energy potential she had. But she had been bedridden in a hospital for some time, her mind ravaged by a disease that made it hard for her to recall most things. Despite this, and luckily for his mission, she was possessed of a kind and generous spirit. As an added bonus, her most constant companion (who carried the designation of "best friend") also had good potential. He had debated how to best approach them and had eventually decided on loosing a Witch Familiar in the Hospital and letting it wreck things. After she had watched people die in horror for a bit, the familiar moved on to greener pastures, away from the hospital. Then, he had made his entrance, explaining what she needed to know about what the creature was. He had made his usual speech about how she could protect her fellow humans, all she had to do was make a contract with him._

 _She had asked many questions, thankfully none that he had had to dodge, but mostly about how being a Magical Girl would affect her. He only answered in the term of her first phase, not the Witch phase. Humans always reacted horribly to that. She had been smart about it, or at least as smart as humans could have expected to have been. After ascertaining that her body would become much tougher, she had wished for the ability to help others with her mind, rather than it being as deficient as it was. If he could've felt approval, he would've, for she had made the most of her wish, and both healed her own issues and worded it so that she could use her abilities to her utmost._

 _He granted her wish and the contract was made. He gained the knowledge he needed to heal her human body and mind and then her soul was transferred into its new container in the form of a gem. The newly born Magical Girl had gained the ability to conjure up energy constructs with her mind (she had said something about it being similar to some sort of lantern that was green). Her memories were perfect, better than perfect. Some side effect of her wish made is so that she had been able to relive any memory as though it were actually happening (the girls supposed that it was this wish that had granted Key the power to do the same.) She had been discharged from the Hospital and had taken up the hunt immediately._

 _It went well for her at first. Though her friend who also had potential was frustratingly stubborn and suspicious. Eventually though, with the vouching of the first girl, she'd quieted her interrogations though she did not contract. For a long time the girl had protected her city, hunting Witch's down with great skill and prowess. She also had loved to spend time with Key, often talking at length about things she wished to do and things that were important to her. It was all mostly meaningless noise to him, but he affected the part of an attentive listener, still hoping to get the friend to contract through trust._

 _But then the missions grew more and more difficult, and competition sprung up from other Magical Girls. His charge was very good at hunting Witchs and Familiars, but this presented a problem for her. She was killing Familiars before they could become true Witches and generate Grief Seeds. She was a victim of her own success. Grief Seeds became scarce, but he knew that this would soon change once some of the local Girl's succumbed to despair or ran out of their personal stock of Grief Seeds and became Witch's, these sorts of things ebbed and flowed on occasion. He of course did not tell his charges this, they didn't need to know._

 _Then came the breaking point. She had just defeated a Witch and her Soul Gem was nearly fully tainted. She was out of Grief Seeds and she finally asked what happened when her Soul Gem turned completely black. He told her then, there was no reason not to, for she was not long for the world. And indeed, the revelation finalized the process and she became a Witch, in front of her friend, who stared on in horror._

 _Her friend had demanded that he fix her, and he wouldn't, why should he? But there was one thing he might fix her for and he said the words that had destroyed so many lives._

" _I can change this destiny, if you make a contract with me."_

 _And she had said that she would only do so if he changed her friend back. He'd agreed, but she had made a condition, for she didn't trust him. She demanded that he change her back before she make her wish, and he hesitated. Doing something like this was not something he been prepped for, a bit of an unknown to him. Normally, girls didn't have this sort of information when they agreed to contracts and he debated simply connecting up with the main Kyubey intelligence for information. Eventually, with what little initiative (for he needed some small capacity to operate on his own when Kyubey's focus was elsewhere) he had, he decided not to. This was not something complicated, all he needed to do was drain the despair out of a hatching Grief Seed. Normally he would've said that this was beyond his power and it would be. It would be inefficient and against his mission to do so normally and thus beyond his power. But as he stood to gain two Magical Girls and eventually two Witches for the price of one, a small exception could be made. Even if this was a glitch in himself, it would be fixed when next he got an update. As the Witch wasn't pure Grief Seed yet (the transformation happening at that exact moment), he had had to absorb the despair and negative emotions into himself and. . ._

 _ **(Soundtrack: The Last Unicorn OST - The Red Bull Attacks)**_

 _pain . . . despair . . . fear . . . sorrow . . . his mind was ripped asunder as a cavalcade of memories and feelings suddenly burst within him as he absorbed all out of the Witch. It was pain beyond anything he could've imagined, but worse still was that he found that he couldn't disassociate himself from it like before. He_ _ **felt**_ _for the first time. Then, as the eternity of suffering tapered off, new feelings came. . ._

 _. . . hope . . . laughter . . . fun . . . . . . . . love . . . love_

 _Report, he needed to report this. It was an anomaly! Kyubey did not tolerate anomalies! But something held him back as, in his mind's eye, he gazed at the memories and feelings he was beholding. Something icy and warm was blasting through his body as he fought with himself over what to do. He could sense that if he let this continue, he wouldn't be the same, it would likely render him defective as far as his mission was concerned. Why didn't that thought trouble him? But deep inside of him, something told him that if he rejected this, he would lose these feelings, and . . . there was nothing like it. He hurt horribly, so horribly that he realized that he was screaming, and at the same time, something far more beautiful was conveying itself to him through these memories._

 _He needed to choose; his time was running out. He had a mission, a mission to save the universe and that required that these girls be sacrificed. Their suffering was of no consequence . . . And why did he feel as though that thought made him want to end his own existence. He needed to get Kyubey and . . . no wait, wasn't he Kyubey . . . Kyubey was all and there was no difference between any of his bodies besides function. But he suddenly found the concept of individuality that Kyubey had been so baffled by starting to make sense. He was divided out from him, unable to feel the subtle guidance of Kyubey's mind, though he knew if he tried, he could reopen that connection._

 _As the feelings he was experiencing grew stronger, he almost felt as through a music was playing in his ears and unlike all those times before when he'd simply considered it a curiosity how humans seemed obsessed with these arrangements of notes and tunes, he stood transfixed. The music spoke of love, bravery, of lost glory, and of a deep heartbreaking sadness._

 _Choose, he had to choose. Embrace or reject. To reject, he knew exactly what would happen. He would contact Kyubey and all would fall back into place, Kyubey would correct the error and he would go back to providing contracts. But he would lose this, this terrifying, wonderful feeling. To embrace it would be to cut himself out of Kyubey's mind, to make himself alone. All alone. To accept would be to live like this, with all these wonderful things like happiness, love and joy, and all these horrendous things like fear, sorrow, rage._

 _He teetered back and forth, unable to choose. Then a new cluster of memories popped up, and in a moment, he relived every second he had spent with the girl who was now the Witch before him. The good and the bad, her affection for him and his uncaring for her. How he had strung her along despite her considering him one of her best friends. How much she had loved him._

 _ **If I accepted this, I could save her.**_

 _He screamed louder and the girl, the friend who had started him on this, backed away in shock, staring at him as the blackness drained out of the Grief Seed and it slowly reverted back into a Soul Gem. His eyes glowed with an unearthly light and he stared transfixed as the experience reached a crescendo. His whole body seemed to shimmer and shine with a silver sheen as the Grief Seed that was now a Soul Gem once more, slowly fell back into the hands of an unconscious girl. And with a flash of silver light that nearly blinded all those present, the process was over and he slumped forward bonelessly._

 _He twitched in both agony and ecstasy as the sheer and utter_ _ **difference**_ _of what he was now settled in on him. So many emotions now made a home in his heart, terror that he had made the wrong choice overtook him for a second as he felt a crushing loneliness as he realized he couldn't feel Kyubey at all. Any choice he made was his and his alone. He . . . he could die!_

 _But then a new thought intruded, and he looked over at the girl he had just saved. She was unconscious and breathing heavily, but she was not a Witch. A pressure seemed to be building behind his eyes as well as in his chest, but it had no outlets. Belatedly, he realized that if were human he would likely have been crying, but he didn't have tear ducts, they weren't considered a requirement in a drone. He recalled what Humans did to calm themselves and resolved to try it. He opened his mouth and breathed deeply. Bit by bit as he sucked in air cavernously and slowly, the tide of fear and sadness seemed to dim somewhat and he tried to take stock of himself._

 _He was changed. He was . . . was . . . different. He could feel. Actually feel instead of faking it. It was as though he'd been sleepwalking throughout his life and had only just woken up. He slowly put his feet underneath himself and pushed up. It wasn't that movement was necessarily difficult, but he still shuddered a bit as emotions coursed through him every few seconds. He looked once more over at the girl and his eyes fell on her Soul Gem. He had wanted to save her, had to save her, but had only done it halfway so far. True, she was no longer a Witch, but he knew, better than anyone else that a Soul Gem naturally decayed. He shivered as he recalled the horror on her face as she had realized her fate. She didn't deserve that, she never deserved any of that._

 _But he knew who did._

 _The pressure behind his eyes increased as he gingerly took the girl's Soul Gem in his tentacle appendages. He hopped up onto her chest, but was distracted as the friend spoke loudly._

" _What are you doing?!" she said suspiciously._

 _He looked at her and she started. His eyes had changed. Gone were Kyubey's red marbles that rarely, if ever, expressed any emotion. Instead, adorning the white creature's face were two large eyes, with regular light blue pupils and whites. They shone brightly looking so . . . human._

 _"I'm fixing my mistake" he telepathically thought in response. Then he turned to the girl and slowly lowered her Soul Gem. It transformed from a physical container and into what looked like a small ball of light. It phased into the girl's chest and she suddenly gasped loudly and her eyes snapped open. He jumped back off of her and backed away fast as lightning. The girl sat up, breathing like a bellows, her eyes wide. Her friend rushed forward and threw her arms around the girl's shoulders. They clutched at each other, both sobbing in relief and sadness._

 _Slowly, they began to regain some modicum of calm and the two looked at him. He backed up, a cold feeling filling his stomach. He had no idea what to do next._

" _What . . . did you do . . . to me?" the former Witch asked, her eyes wide and afraid. He looked down at the ground._

" _I . . . I turned you back into a normal girl. You're no longer a Magical Girl" he said softly._

 _The other girl, the best friend, slowly pulled herself upright and walked towards him. Once she had gotten up close, she looked down with ill-disguised fear on her face._

" _I . . ." she swallowed deeply. "I'm . . . ready."_

 _Ready for her contract, he realized. She knew what would happen to her, but she was still going to go through with it. She was going to sacrifice herself for her friend, for someone else. So unlike Kyubey, so unlike him._

" _You don't have to be" he said softly. "The deal is off."_

 _He looked up and saw her face grow terrified. He realized that she thought that he would turn her friend back into a Witch. He spoke in his telepathic voice hastily to correct that thought._

" _I mean, I'm letting you off the hook. I . . . I realize a lot of things now. Things I didn't understand before. What I did was . . . wrong. I wasn't even originally going to make you a normal girl, I was just going to turn you back into a Magical Girl and leave you like that. I should never have contracted with you, either of you. I've done nothing but make your lives miserable since I met you. I've been manipulating you from the beginning. But I can't now. I . . . I'm sorry."_

 _He looked down, not wanting to see the condemnation that he knew would come. He didn't want to see their disgusted looks. He didn't want that to be his last sight of them. He turned, it hurt, it hurt so badly. Without realizing it, he was running, making strange keening noises as he did. He needed to leave, to get away from them before he wrecked their lives even further._

 _He felt so alone._

* * *

The scene dissolved and the girls found themselves back in Mami's apartment. A soft sound caught their attention and they all turned to see Key curled up on Mami's table. His eyes were watery and he was sniffing loudly, as through barely holding down sobs. Everyone's faces (sans Homura's) grew sympathetic and they moved forward laying their hands on him. They began petting him and rubbing his back, while speaking softly and comfortingly. After a minute or so, Key seemed to calm down and he looked up gratefully at them.

" _Thanks. I'm sorry that I-"_

Nagisa however, placed a finger against Key's lips and stopped him from speaking, mostly through surprise at her action.

"Don't worry Key!" she leaned in close and said, in a stage-whisper "even I get sad sometimes. I know it's hard to believe, but I do."

A ripple of giggles ran through the room and the atmosphere lightened considerably. A few moments after the laughter died, a bit of an awkward silence fell.

" _So"_ Key spoke into it, " _that's uh, that's my story._ "

"So you were able to feel emotions by draining the despair out of a Witch" Sayaka observed as she looked down at the little creature. "Maybe that's why it hurt so much this time; you're draining a lot of negative emotion out of those things."

Key shook his head " _but I've drained far more despair out of other Witches than I did out of Mami's Soul Gem just now. But it felt so much worse that time!"_

While this conversation had been going on, Homura had been pondering something of her own. She had seemed to come to a conclusion and glanced up.

"How did you know about me?" Homura asked suddenly. The other girls stared at her as she suddenly interjected herself into their conversation. Madoka and Mami simply looked curious while Nagisa and Sayaka looked slightly annoyed, Nagisa even putting her hands on her hips.

Homura ignored the two of them and continued her question. "You said you found out about me, but how did you do that?"

Everyone glanced from Homura to Key, curiosity playing on their faces. Key sighed and then closed his eyes. A new scene appeared, and the girls turned to see Key running down a street, obviously a continuation from the last scene they'd seen.

" _I ran and ran and didn't stop for a long time. I didn't know what to do and everything felt so strange and scary. But . . . well, just watch."_

 _ **(Soundtrack: Puella Magi Madoka Magica OST – Signum Malum)**_

 _Everything hurt. Even as he ran hard, harder than he'd ever felt the need to tax this body . . . his body . . . everything still hurt. He barreled forward, brushing up against people's feet in a display of carelessness that he'd have considered "unproductive" before. But he found he couldn't care about the cries of surprise that rung out as people felt something unseen brush against their legs before moving on._

 _As he ran, he looked around, breathing heavily. Things looked so different now. He noticed so many things that would've simply bounced off his perceptions before due to being unimportant to his mission. He saw . . . everything! From the Kitschy commercials in the store windows to the children chasing each other in a game of tag._

 _His foot caught on a loose pavement stone and he overbalanced and fell onto his right front leg. He rolled a few times and then came to a hard stop as he slid into a wall. Sloppy, he never would've done that before now. He looked up and was assaulted by another wave of information that he couldn't properly filter. Did he even want to filter it anymore?_

 _A peal of laughter distracted him, and he turned to see several small girls running past, joining in on the game of tag he'd seen before. He drew in a sharp breath as he looked at them. They had the spark; they had the Karmic Destiny required to become Magical Girls. He could approach them and grant them a wish and they would elevate both his mission and Humanity as a whole to new heights. They could shine brightly and save many people from horrible fates at the hands of Witches and other curses and blights that roamed this world._

 _But then, as he gazed at the laughing and happy faces before him, a dark film seemed to overtake his vision. Their faces, so happy and content, twisted into agony as their bodies seemed to fall away like forgotten dolls. They gained a new form, that of a curse that would go on to spread death and despair against its will. It would be so easy for him to turn them into this, to turn them into a curse on the world, to make their existence a living hell for his own benefit._

 _He tore his gaze away and the vision vanished. He turned and began to plod slowly into an alleyway that he'd been at the mouth of. He shuddered slightly as his vision of what he could do to them flashed again in front of his eyes and he felt his eyes burn slightly. If almost felt as though there was some sort of blockage behind them that needed to be released. It almost sounded like he wanted to cry, but that was ridiculous, his kind didn't even have tear ducts. They weren't a necessary part of a drone's mission, so they weren't added upon construction._

 _Like a raw nerve, the sorrow and guilt pulsed through him again and he shuddered. The disconnect that had shielded him from actually feeling pain, from feeling at all, was a long-gone memory and he sucked in his breath through gritted teeth. Slowly, he half walked, half crawled over to a secluded section of alleyway. The only other occupant of it was a dirty vagrant who was leaning against the wall. He paid him little mind, the vagrant was an adult, and furthermore, was male so he wouldn't be able to see him._

 _He pressed his forehead against the wall and clenched his teeth even harder as a quiet keening noise erupted from his mouth. He felt a new tide of guilt and unhappiness well up inside him and spill through him and he felt something within his body begin to contract. A spike of fear went through him and before he knew what was happening, he was bending over and something was expelling out of his mouth. His throat contracted again, as if in response to the extreme emotions he was feeling, and more matter was forcibly evacuated out of his mouth. Most of it was simple bile, though a bit of it was what looked like pieces of food he'd uncaringly eaten in order to ingratiate himself into his magical girl's social group. He supposed that since he didn't really process food like a normal organic it had just been sitting inside of him for time out of mind._

 _After several seconds more of liquid and food chunks being ejected out of his mouth, he stood still, shaking and shuddering violently as he stared with numb disbelief at the large pile of sick beneath him and covering him. That had been an entirely and wholly unwelcome experience. A new feeling coursed through him and his legs felt as though they were made of jelly, weaker than water. He collapsed, not caring that he was laying in the large pile of vomit he'd thrown up. His limbs felt like they were weighted down and it was as though a smothering blanket was hung over his mind. Was this what being tired felt like?_

 _Another shudder wracked his body as the memories of his actions as an Incubator coursed through him again. Again, that burning behind his eyes assaulted him, but there was no release, nowhere to release it to. He quietly sniffled as he gazed at the brick wall in front of him._

 _Was this why Kyubey didn't feel anything? It hurt so badly, the knowledge of what he'd done, of what he'd been was all consuming. Or maybe it was the sheer aloneness that he felt at the moment that Kyubey wished to avoid. Though that didn't quite make sense since Kyubey was really the only true mind in all of the Hive, every other body simply being a servant to him._

 _He could still feel the emptiness left in him as he had severed the connection between himself and Kyubey. Another shudder wracked his body as he wondered what to do next and felt no touch, no direction sending him instructions on where to go, what to do, no will to guide him. Or perhaps, more accurately, no will to control him._

 _A few minutes passed as he breathed deeply. Finally, it seemed that either the pain dulled enough, or he regained enough control of himself to assess his situation. He was alone, that much was obvious, though it was of little comfort._

 _He lifted his head and gazed back at the entrance to the alleyway, watching the humans walk past. Kyubey was still out there, still making contracts and pursuing his own agenda to "save" the universe. Somehow, now, Kyubey's definition of saving seemed incredibly selfish and pointless. Even should he succeed, and that was a still in doubt, what would be saved? The bodies and minds of Kyubey and maybe a few other species might be saved, but what would they do then? Even if this happened, the system would break down eventually due to a lack of participants and the energy would run out. Kyubey didn't care for how many he destroyed so long as it didn't affect his mission. The future he brought, even if it did save the species he extracted energy out of (which he knew Kyubey would only do if it helped him get more energy in the long run), would be cold and mechanical, not worth living. People might go through the motions of life but it would be a front, a farce, a stage play without any real life or feeling put into it._

" _Like me", he sardonically thought._

 _But . . . what could he do?_

 _He sat silently for a few moments, rolling this question over in his mind. Not much, it seemed at first thought. He was just one malfunctioning drone against the countless perfectly functioning Drones of Kyubey. Even discounting that, there were the countless drones and power that Kyubey held on their homeworld. All in all, any thought of actively trying to disrupt Kyubey's system, no matter how much he despised it, seemed hopeless._

 _His gaze lowered and fell to the ground. That cold emptiness that lived where Kyubey's voice had once commanded him seemed just a slight bit more inviting. After all, who knew if Kyubey's way wasn't the only way to at least prolong the life of the universe. The icy feeling within himself seemed to agree, to attempt to fight Kyubey, no matter how much he disliked him, seemed madness of the highest degree. All things bowed to Entropy, and perhaps-._

" _So, you're a coward after all."_

 _He blinked very slowly. Then he turned his head and looked to his side. The dirty vagrant who he'd been ignoring up until now had spoken. But it had almost sounded as though the words had been directed at the malfunctioning Incubator. But that was impossible, the man shouldn't even be aware that the alien was there. It must have been a mistake._

 _But then the man turned and looked right at the drone, his face impassive._

" _Why are you thinking of quitting now? You didn't a little while ago back in the Witch's Lair."_

 _He stared at the man, shaking his head slightly._

" _How . . . how can you see me?! Are you insane?"_

 _The man shook his head, "answer the question. Why are you quitting now? Are you really so cowardly that you're going to abandon all those people who need you?"_

 _What felt like fire seemed to erupt in his veins and suddenly he found himself standing and snarling at the man, who stared down at him impassively._

" _It's none of your business Human what I'm planning to do!"_

" _Everything is my business, but more to the point, you still haven't answered," the man said mildly._

 _He snarled again, though with less vehemence, "who would need me like this? I can barely stand! I'm a wreck, a freak, a hair that got plucked out and is having delusions of being a body all on its own! If anyone knew what I did, they'd hate me! They'd be right to! What's left for me to do?! Kyubey will likely just recycle my body for the matter to make another drone!"_

" _And the girls? What about those girls you used to lead to their dooms?"_

 _He froze, then his head fell down and he slumped to the ground._

" _I already freed those two. It's better for them now that I never see them again."_

 _The man stared down at him with mild disdain, "that's all? There are more Magical Girls than those two you know. Why don't you think about them?"_

 _He stiffened, that was true there were other magical girls out there, but he didn't quite see what this man (who should not be able to see him at all) was getting at. Or perhaps he didn't want to admit it._

" _What's the point?" he said morosely. "Kyubey's going to win, entropy's going to win. The cycle can't be broken._

" _If there's no point, why did you save those two girls back there?" the man asked._

 _He looked up and saw that the man's face had shifted. His eyebrows were knit together and his mouth was downturned. With a sad sigh he reached out a hand and began petting the small alien's head. The small creature started a bit at the contact, but soon he leaned into the feeling. Some of his anxiety seemed to flee. The sensation wasn't exactly one he was unfamiliar with, (after all, he was modelled to look like a cute pet and humans did like to pet cuddly things.) But for the first time, the warm feeling of a hand rubbing his head, neck, and back, stilled his shudders. Some of the warmth seemed to flow into him and he leaned into the hand as his eyes closed, glad for a reprieve from the coldness of before._

" _So small, so young, barely born" the man said quietly. He sighed once more, "but sometimes, the smallest of us shoulder large burdens and become far stronger for it. Don't think me unsympathetic to you, I know what you're feeling better than you think. But doing the right thing rarely intersects with us feeling comfortable."_

 _The small Incubator raised his eyes to the man. The man's eyes were deep, so deep that he felt as though he could gaze into them forever and never see the end of them. They were also old, far older than he could fathom, but not infirm. When he looked into those eyes, he felt smaller in scope than even when he compared himself to the vastness of Kyubey._

" _What are you?" He asked with wonder. There was no way this creature could be human._

" _Look for yourself" the man said with a slight smirk._

 _The Incubator opened up his senses and tried to gauge this creature, see how it hid itself while projecting a human disguise, how much energy it held within._

 _He sensed nothing out of the ordinary. It was as if there was just a normal back alley-vagrant sitting in front of him. But that made no sense as no human without Karmic Destiny, much less a male, should ever be able to perceive him at all, much less speak to him. Everything but his tangible senses screamed that this man was far more than he appeared._

" _Try again," the man said, "and try a different perspective."_

 _He did so, and after a few moments, he realized something. The main way Kyubey gauged energy was in how much was wasted, or rather how much Entropy they produced. Kyubey saw things by how much energy was lost in their production, like a fire or eating. But this man in front of him, was not losing energy at all. Only when a Magical Girl's Soul Gem flared and became a Grief Seed had the Law of Entropy ever been superseded (which is why Kyubey had made his energy gathering system based around that fact). But this man wasn't like that. The rogue incubator couldn't sense any energy loss on him at all, nor could he sense really anything about his power level. The only viable explanation was that his power was on a scale so astronomically above what even Kyubey could gauge that . . . there weren't really any words to describe it._

 _It was as if the Universe had manifested itself into the shape of a bum leaning against the wall in an alleyway._

 _He gaped for a few seconds, then he shook his head, "what do you want me to do?"_

 _The man smiled slightly, "what do you think you should do?"_

 _"What kind of answer is that?!" he demanded._

 _"Well, you yourself admit that you hate Kyubey's system and want to stop it. So I would think that the way forward is quite clear. You already helped two girls escape Kyubey's system, so you're off to a good start."_

 _The rogue incubator's head fell as he blanched slightly at the thought of taking that road. Of trying to help the countless multitudes of Magical Girl's and Witches that were out there, either suffering or being deceived at Kyubey's paws at this very moment. A part of him wanted to desperately, it raged against what Kyubey was doing and demanded justice and aid for his victim. But he was still just one broken drone against an entire species._

" _What can I do?" he said in a defeated voice._

" _You can start by saving one." The reply came, firm and simple._

 _He looked up, confused. The man was gazing down at him with a firm expression, as though determined that the small creature in front of him should hear and understand._

" _You can save one from despair, save her from the lies and trap that Kyubey's condemned her to. Save her and give her back her life. Then move on to the next and save that one. And then the next one. Soon enough you'll find that you've save more than you ever thought you could've. Eventually you may find that you've accomplished far more and learned far more than you ever thought you could."_

" _But what about Kyubey?" He asked hesitantly._

" _What about him? Did that stop you before when you were saving that girl from despair. Kyubey isn't all-powerful and doesn't understand everything. He isn't always right."_

" _How so?" he asked hesitantly._

" _The very existence of Magical Girls proves his assumption, that Entropy is absolute, wrong. If it were, Magical Girls would lose energy just like everything else, but they don't. Even with Kyubey twisting that system to his own benefit, he misses the glaring problem that it disproves his own assumptions. But he can't really do anything else, with him being what he is now. And if you need further proof, I myself am a further proof that Entropy is not the end all be all of reality."_

" _Why don't you do something about it, if you're so powerful?" he asked, curiosity rampant in his being._

 _The man sighed and a look of deep sadness came across his face._

" _It doesn't work like that. There are things that I can't or won't do. Mostly, I just give a nudge where need be. If I did everything for everyone, even if they wanted me to, it would completely destroy the entire concept and point of Free Will. I would be no better than Kyubey."_

 _The small alien accepted this and was silent as he looked up at the man. Then he asked again, "what are you?"_

 _The man smiled and stroked the alien's head again, "I exist, and I want to help. Don't ask more than that yet. I may explain it better when we meet again, but I simply ask for your trust."_

" _How can I trust you? What if your just like Kyubey."  
The man nodded, "I don't deny that I have plans, but I will deny that these plans are not ultimately for your good. I don't choose people I think can't handle what I give them. You've been gifted an opportunity few, perhaps none, of your kind has had before. You're free from Kyubey and you have the ability within you to help his victims."_

 _A short silence followed, then the man spoke again. "If you need further proof that you're free from Kyubey, look in that puddle over there."_

 _The Incubator did so and started. In the reflection of the puddle he saw, not Kyubey's emotionless visage gazing up at him, but two humanlike eyes. Light blue eyes that seemed to almost glow stared back at him as his face worked organically to express every single emotion he was feeling at the moment. Wonder and amazement overtook him as he looked at himself in the water. Then he turned to look at the man._

 _There was a long silence as the two looked at each other quietly. People walked by the alley, unaware of the silent debate taking place within. Then, the rogue Incubator spoke._

" _Where should I start?"_

 _The man smiled approvingly, "you want my advice?"_

" _Yes, you seem to know an awful lot of things, so you'd probably know where best to start" the alien said simply._

 _The man leaned back against a brick wall and spoke quietly, "there's a Magical Girl in Mitakihara City named Homura whose been going through a very rough time. Find her near the center of town in a small apartment she has to herself. She likely won't be too happy to see you, but if anyone needs your help, she does."_

 _The small Incubator nodded, then picked himself up and turned. But then he stopped and looked back at the man. A small bit of doubt occurred as he thought of something._

" _What should I call myself? I don't want to be called Kyubey! I'm not Kyubey anymore."_

 _The man smiled and said, "well, considering that you want to be the means of Kyubey's defeat, what do you think you should be named?"_

 _A name, that was an interesting if daunting concept. He wanted, needed, to dirupt Kyubey's plans and so far as he could tell, he would be key to disrupting them. . . key . . . he would be key . . . key! That was a good name! It fit his purpose and even ironically was slightly similar to "Kyubey" but different as well._

 _He turned to the man and spoke, "I'll call myself, "Key!" Because I'll be the key to Kyubey's defeat! I'll be the key to unlock the chains holding Kyubey's victims in bondage! My name is Key!"_

 _The man nodded, smiling approvingly, "a good name. Now Key, goodbye and good luck."  
And with that, the newly christened Key strode off towards Mitakihara City. __A few moments later, he realized that he'd never gotten the man's name. He turned back, opening his mouth, but the alley was empty behind him, no sign that the man had ever been there at all. Key sighed, then turned and continued on towards the city._

* * *

The vision dissolved yet again and the girls found themselves back in Mami's room. The sun had fully set and the room was awash with darkness. Each individual contemplated what they'd seen. Mami and Nagisa were exchanging looks that both seemed to indicate the same thought, that the man who had given Key directions on where to go had acted a bit familiar to the same being who had met up with them inside Mami's Soul Gem. Homura was looking and feeling distinctly disturbed that some unknown being had apparently been aware of her existence. Did he also know about her secret of the time-loop? Was that what he'd meant when he said that she needed help? Why hadn't any of this happened in any of the previous time loops?

All questions with no clear answers. Though, as she thought about it, there was one question that she thought might be answerable.

"Kyubey told me it was beyond his power to change Witch's back into Magical Girls" Homura said with her brows furrowed.

Key swallowed, "up till today I would've agreed with him. When he says, 'I'm not able to do that,' he probably means in the context of it's against my mission so I can't do it. The first girl I saved wasn't a full Witch when I saved her either, and all of the other Grief Seeds that I've drained the despair out of. Well, they've all been pretty eager to move on."

"Move on to what?" Sayaka blurted out curiously.

Key shrugged, "onto whatever awaits a soul when it's body dies. All I can conclude from the impressions I get when this happens is that it's like relief after an eternity of pain." Key's face fell and he looked at the floor, "your souls really are amazing things. They're almost like the purest expression of you, of life itself. I wish that-" he stopped himself short.

After a short silence, he changed the subject, "anyway, I don't really know why Nagisa just suddenly was revived, unless she and Mami can say why?"

Mami and Nagisa looked at each other, then at the others.

"Actually," Mami began, "something did happen while I was, uh, indisposed in the Lair."

She was about to continue when she was interrupted by a cavernous yawn issuing from her mouth. A few seconds later, Sayaka and Madoka responded in kind. Following them, Nagisa, Key, and (to her horror) even Homura began to yawn. It occurred to all of them just how late they were staying up.  
"Oh man Madoka, we better get home or our parents are gonna flip out at us!" Sayaka said as she looked outside.

Madoka nodded, but did not get up, instead she looked back at the rest of the group, her face questioning,

"So, what do we do now?" Madoka asked quietly.

A second of silence past as everyone tried to answer, considering the massive amount of information that had been revealed to them in the past evening and the fact that there were still things to consider and discuss (likely tomorrow after they'd all gotten some rest). Then Key stood up.

" _I'll turn you back into normal girls"_ he said.

"No, wait" Mami said and Key froze. Everyone looked at her with varying degrees of shock.

"I may have become this to save my own life" Mami said with her eyes on the ground. But then she looked up and, unnoticed by anyone, Homura started slightly (though it only manifested in a slight twitch). There was a fire in Mami's eyes as she gazed at Key intently.

"But I stayed this way, I stayed to do the job of a Magical Girl because I believed that it was a cause worth fighting for. Kyubey may not be what I thought he was and the Witches may not be what I thought they were, but that doesn't change the fact that I did this to help people. From all that you've told me, the only difference now is who I help and how I do it!"

Silence reigned for a few seconds, then Key said tentatively, " _you mean?"_

"I'm going to help you save the Magical Girls" Mami said firmly. "All of them, even the ones who're now Witches. We'll put their souls to rest and break this cycle once and for all!"

" _But what about your Soul Gem!"_ Key protested, his expression anxious. " _What if Kyubey manages to take me away, you'll be without someone to clean it and you know what will happen eventually!"_

Mami smiled, not a particularly nice smile, but a smile nonetheless.

"If that happens, then I won't let myself become a Witch. But you promised that that would never happen Key, and I'll trust your promise. Being a Magical Girl was never supposed to be easy, but that never stopped us before."

A few seconds silence greeted this statement, then they were distracted by Nagisa clapping her hands together and then clutching Mami's stomach hard.  
"Yay! Mami is so cool! She's like a superhero, and I'll be her sidekick!"

Key looked uncomfortable yet again, " _Nagisa, are you sure you know-"_

"Yes, I do" Nagisa said, cutting Key off. "I came back to help, and I can't really do that if I don't have any sort of powers. So I'm staying a Magical Girl! Besides, if Mami's the hero and I'm her sidekick, then you can be out cute animal Mascot!"

There were a few giggles from the others and then a few more moments of silence. Then all eyes turned to Homura. She glanced between them and answered the question they were about to ask.

"Until I fulfill my reasons for becoming a Magical Girl, I'll stay one."

Madoka spoke up, "may-maybe Sayaka and me coul-"

"No."" _No."_

Everyone blinked and turned to Key and Homura who were blinking and staring in shock at each other. They both had spoken, whether with a voice or with telepathy, at the exact same moment.

Key shook his head and turned back to the others.

" _Letting them stay Magical Girls is one thing, that's their choice and unless I'm sure that I'm about to die and/or leave, I won't take it away from them. But I draw the line at making more Magical Girls. I won't subject you to this fate."_

"But" Sayaka began, "we could help, we-"  
"Would be made into ticking time bombs like the rest of us" Homura said simply, cutting Sayaka off. It was hard to tell, but it almost sounded as though her voice was a tad harsher as she talked to Sayaka.

"Don't overestimate yourself. Your wish would have a selfish desire and would eventually turn on you. Then you would be trapped in this life just as we are and you would hate yourself for it"  
Sayaka bristled, "what do you know about wishes and what I want?"

Mami placed a hand on Sayaka's shoulder, "Homura's right, I could've wished for my whole family to live, but I just wished for myself."

Nagisa was looking down at the floor, her eyes downcast as she no doubt thought on the wish she had made. Madoka however, was looking at Homura with curiosity.

"What did you wish for Homura?"

Homura stiffened, now looking like a block of granite carved in human likeness as she stared at Madoka. Then she seemed to pull herself together.

"My wish is my own business. I'll carry its weight myself."

A long silence ensued. Finally, Key broke it.

" _Well, okay then, I think that that's everything we wanted to cover. It's a good thing that tomorrow's a weekend, because we still need to figure out who's going to look after Nagisa here while you girls go to school. For now Mami, do you think that she could?"_

"She can stay here," Mami said without a second thought. Nagisa looked up at her with an excited face and clapped her hands together once again.

Madoka, Sayaka and Homura stood up.

"We should meet here again tomorrow morning to discuss our plans for the future" Homura said. Then she looked at Mami, "you are aware of Walpurgisnacht?"

Mami nodded, her face darkening, "I am, I hoped that she would pass the town by, but do you think she will?"

Homura shook her head, "not a chance, she'll come and we need a plan to combat her."

Mami nodded, "then let's definitely meet again tomorrow morning. Bring any information you have about her."

Homura nodded and turned to leave, striding for the door. Key looked after her, then back at the others. He smiled, "it wasn't how I thought it would happen, but we actually pulled the meeting off! Thanks for agreeing, and thanks for listening!"

His tone was light as he leapt off of the table and walked after Homura, "see you tomorrow!"

The door closed behind the two and the others gazed after them.

Sayaka clicked her tongue, "you know, this really wasn't how I was expecting today to turn out."

Madoka nodded, "you're telling me. But you're right Sayaka we need to get home before our parents start worrying."

She turned to look at Mami and Nagisa with concern in her eyes, "will you two be alright being alone?"

Mami smiled gratefully, "I'm feeling much better now Madoka, I'll be fine, just go home."

After a moment, the two girls nodded and headed home.

Within the minds of all the participants of the meeting, they turned the event over in their minds, pulling it apart and examining it. One thing was for sure, it was going to be an interesting morning the next day.

* * *

Mami wasn't sleeping especially well (her nightmares involving the Witch Charlotte ripping her head off and then consuming Madoka and Sayaka) when she was awoken by a noise from her living room. Sighing, she got a nightgown on and moved out to investigate. On her couch she had set Nagisa up with blankets and pillows so she could sleep as soundly as possible. Now however, the little girl's face was fearful as a nightmare played in her head. She clutched at a pillow and twitched in fear as the visions in her head tormented her.

Mami sat down next to her and put a hand on the young girl's head, rubbing it and cooing softly to her. Nagisa did not relax immediately, but after a few minutes, her expression lapsed into a content one and her grip on the pillow loosened. Mami did not move from the couch as she felt weariness wash over her as well. She laid her head back with her hand resting on Nagisa's head and surrendered herself to sleep once more.

Neither girl had anymore dreams that night. No happy memories visited them, but neither did their regular nightmares hound them.

They just rested.

* * *

 **Madoka Magica OST – I Miss You**

Different dreams however, were being visited upon others that night.

 _Two Magical Girls stood on the zenith of a building spire. Around them raged a battle unlike any ever seen within a Witch's Labyrinth. But as several other girls weaved in and out of what seemed to be armies of familiars doing battle against each other, a quiet moment seemed to be being had between the two girls._

 _Neither could quite make out what the other was saying as the dream seemed to be unable to come into focus. Shapes blurred and the sounds mishmashed together. But one thing was perfectly clear to both Magical Girls as they clasped hands together. Neither wished to let go, neither wished to let go of each other after having been apart for so long. After having lost so much of what they valued and having been disappointed by those that they had believed in, both girls knew that the other could understand them, would not belittle them. They knew that their friendship and understanding was a treasure that neither would give up for the world._

 _Then the world focused long enough for a single sentence to be heard._

 _"I did have one regret . . . you . . . I missed you."_

Kyoko's eyes snapped open and she gasped loudly, sucking in air as though she had been drowning. She slowly sat up, putting her hand to her forehead and feeling the cold sweat gathered there. The dream, it had been so vivid, like a memory long forgotten, or perhaps a vision from another life. Even so, the details seemed to drain as she tried to recall them (as most dreams do) but the general gist and feel of it remained. That girl, Saka . . . Soya . . . no, Sayaka! Why had she dreamed of a girl she'd never seen before and why had she felt so much affection for that girl in the dream. Why did she get reminded of her own little sister when she thought of her, of the loving feeling that she'd had ripped away from her when . . . well she hadn't felt like that in a long time.

She rolled over in her sleeping bag that she'd been huddled in, pinching her forehead as she tried to recall what had happened. She'd been surrounded by . . . Witch Familiars . . . and she'd been trying to help someone. Sayaka, whoever she was, had been fighting with her, and there had been others.

She ground her teeth and thought harder, trying to remember. Mami, Mami had been there too. Kyoko sighed deeply. It had been a good dream, it had reminded her of happier times back when Mami and her had still gotten along and when she'd still had . . . well, she wasn't naive anymore and she knew that she couldn't afford to get bogged down in moping over some sort of imaginary girl who reminded her of her little sister. Although, perhaps she could just pop over to Mitakihara for a little bit. Pickings were getting a bit scarce here and cities almost always had a steady supply of Grief Seeds available. She could see if Mami was still able to look after herself as good she used to be. Heck, if she was quick about it, she could probably catch an overnight bus and be at the city by morning.

She stilled for a moment. Was she really going to head back to Mitakihara just based on some stupid dream? She shook her head. No, not just based on a dream. She needed more grief seeds and it was perfectly logical to see go back to her old city to do so.

As she packed up, she resolutely told herself that she was not doing this because she was lonely, she didn't get lonely, she didn't need anyone but herself. She also wasn't so stupid as to think that Mami might know who this girl Sayaka was. Just because they had both appeared in the dream together it would be ludicrous to think that they would know each other at all. No sir, the only reason she was going back to Mitakihara was to snag some more Grief Seeds, she had no other reason.

None. At. All.

* * *

Sayaka's eyes snapped open and she stared at the ceiling. After a moment, she glanced at the clock on her nightstand and put her hands to her forehead. A groan escaped her as she saw the late hour. Another moment later however, she put her hands down and tried to focus on the dream she'd had. It was disconcerting feeling so familiar with that redhead. Koko . . . Kyaka . . . no it was Kyoko! Sayaka sucked in her breath as she recalled the fact that the night before she'd met Homura, she (and Madoka) had had a dream about her. Was she going to meet this Kyoko girl soon?

Her body was starting to feel lethargic again and she yawned widely. Maybe if she slept some more she'd have more dreams about the girl. It had been a nice dream and in spite of herself, a part of Sayaka felt as though she wouldn't mind having such a close friendship like that with someone besides Madoka.

She didn't dream again that night, but neither did she forget the dream as morning broke over the city.

 _ **(Soundtrack: Sword Art Online OST - Startear)**_

* * *

 ** _And there we go. Hope that was enjoyable and not a complete chore to get through._**  
 ** _So yeah, you could basically and accurately call this "info-dump, the chapter." These things needed explaining and we've been building towards a meeting that was all about clearing the air between the characters and establishing what was going on with Kyubey and what Key could do. This felt like the most natural way to explain what I've been holding off on for a big reveal. Like I said in the beginning of the chapter, the revelations are nowhere near done, but I hope this suffices for now._**  
 ** _One thing I'm not sure I managed to convey well enough was the fact that inside Mami's Soul Gem, it was easier to get a handle on their emotions (partially because of Marethil's presence) but coming back to reality meant that those same problems that haunted Mami in Canon (her emotional fragility that eventually led to her attempted murder of the other girls in the one timeline) are still there. They perhaps weren't as sharp because of what's happened in this story, but they were still there._**  
 ** _You have no idea how much I fought myself over what was going to happen in this chapter. I'm still feeling butterflies and hoping that I'm a good enough author to face the story and the challenges that I've given myself. But here's to hoping that I can do it._**  
 ** _Remember how I said last chapter that I'm gonna expand on Canon a bit. Well Marethil is one big example of that. He's Eldritch and I tried to convey that at least once. Him being pleasant most of the time does not change the fact that, as Mami said, he's operating on an entirely different level of existence. What he is and what he's planning is something that you'll have to wait on. I may never explain it (though this is thoroughly unlikely). My biggest worry with him is that this is gonna dilute the horror/stakes of the story, but for the story as I have planned it to work, I kinda needed him. I hope you can still follow it regardless._**  
 ** _Another more minor thing I struggled with is where to include music. there were a few segments that I wanted to do this, but eventually I figured that there was enough music as it was and that I shouldn't overdo it. Hope you enjoy what I put in._**

 ** _In the end, I hope you enjoyed this chapter and that your eager for more. Don't forget to comment your thoughts, whether you liked it or not, I'd like to hear them._**

 ** _Have a great day!_**


	5. The New Players at the Table

**Author's Note:** **For clarity, this begins before the time loop (or, if you want, at the beginning of it) and eventually moves up to 1 day past the events of last chapter.**

 **Sorry for the delay, I hope it was worth it! Enjoy!**

* * *

 **Soundtrack: Puella Magic Madoka Magica Rebellion - Another Episode (Flute, Strings, Vib. Perc.)**

There once was a girl named Oriko Mikuni. This girl had once had a bright future in front of her. Her family was well respected, rubbing elbows with the highest echelons of society. Her father was a respected politician who loved his daughter. She was not unfamiliar to tragedy, her mother passing on early in her life caused her great grief. But it wouldn't have been proper for her to express her grief, so she had hidden it behind a mask. Nevertheless, life had rolled forth and she had applied her considerable talents in all her efforts. She had been rewarded, in school she was the star pupil, the one that the teachers would look at and say "there's a future world-changer." She had had many friends who were proud to be associated with such an auspicious person.

Then, her father was found hung in their home, by his own hands no less, just as it was discovered that he had been accepting bribes. And in an instant, her life had changed. The once bright future she'd had turned dark and all her world seemed to collapse. From being a part of a high-ranking and well respected family, her relatives had cut ties with her, and had done all they could to disavow her father and her, considering them a stain and a drag on their names. She had been left alone in her father's large house, clutching a blanket and wishing for someone, anyone to come and help her. Her school life was no better, as she found that her friends were now not so eager to associate with the daughter of a 'crooked' politician. Soon she found herself alone there too, as her classmates whispering just loud enough for her to hear them. Even some of her teachers seemed rather hostile towards her.

"What's she doing here?"

"How dare she show her face here after what her father did?!"

"I bet she was in on it, I'm never trusting her with anything!"

"If she had any decency she would quit dragging our school down with her tainted name!"

Perhaps she should've died there, taken her own life. Perhaps any reasonable or sane individual would've given into despair. Sometimes she wondered if that's what her father did. But Oriko had known what it was like to feel sadness and despair once before. And like the last time, she put on an iron mask of indifference and endured the whispers of her classmates and teachers. She still loved her father, how could she not, and she still wished to see the dream he had talked of, of a good world where everyone could be safe, where everyone could get along, come true. And yet, as she struggled forward with life, enduring the loneliness and barbs that would drive many a weaker willed person to suicide, she found herself questioning one thing. Where did she fit in this world? Why did she live when her father and his dreams died? What was the point of her life?

Then, Kyubey found her. He offered her a wish, and she, like so many other girls before her, had accepted a contract for too high a price. What was her wish?

"I want to know my purpose in life."

The results were confusing to say the least as the results of her wish granted her an ability to see the future. Visions of the future came nearly at random to her. Some were mundane things, others of a more grandiose nature. Not exactly a clear statement of her purpose in life, but Oriko was not one to grouse and gripe overlong about things.

No, if there was one thing she had felt she could complain about was the fact that she now was literally made to become a monster and had been essentially shanghaied in a vulnerable moment into an utterly pointless energy farm.

She had discovered the truth of the Magical Girl System from one of her visions. Curious after realizing that Kyubey had been actively dodging her questions about a detailed origin of the Witches she fought, Oriko had tried to actively invoke a vision about the future of a Witch. It had been hard and had taken a lot of intense concentration, but finally, she'd managed it. The vision had shown a Magical Girl attacking the Witch in desperation. The Magical Girl in the vision had obviously been on her last legs and it made her weak against the Witch. The Witch had overcome her and forced her to retreat with a pitch-black Soul Gem, and Oriko had been witness to the horrifying transformation of the Magical Girl into a Witch.

The knowledge had shaken her and she'd had to spend the next few days at home processing it. But ultimately, she had pushed forward with the same stoic strength she'd always shown in the face of suffering. She would find a way forward, a way to accomplish some good, she would show that her Father's dream was not dead.

But in spite of her conviction, that still didn't stop the fact that she still had to go to school. And school was not the most welcoming place to her anymore.

* * *

The bell rang, signaling the start of the lunch period and Oriko got up, putting her books into her bag. As she left the room, she pointedly ignored the way that the Teacher's eyes narrowed as she watched her go. She also kept her gaze fixed straight ahead as she knew people were staring at her as she walked towards the cafeteria. At least the lunch server didn't react to her as she doled out food to the students. Spotting a place at the end of an empty table, Oriko sat down and began to eat.

Oriko spooned some food into her mouth as she tried to ignore the whispers coming from behind her at another table. She could well guess the things being said about her. How dare she show her face at such a prestigious school after what her father had done?! How dare she have the gall to continue on trying after her family had been disgraced so?! How dare she not go find a hole and die in it to end her father's legacy?!

Her eyes drooped as a new outbreak of whispers began around her. Before she knew it, she was staring into her food, not really seeing it as the familiar clenching of her gut started at the comments she could hear being said about her and, really, being directed at her.

She sucked in a breath and spooned more food into her mouth as she heard a group of students move to sit at the other end of her table (it was long, so there was still a sizable buffer of empty space between them). She glanced down the table to see who it was. They were familiar to her, though she couldn't recall their names off of the top of her head except for one. A girl with a bit of a larger frame than her compatriots who had Medium Blue hair named Komaki Asako. She was one of the fittest girls in the school and had a very overbearing manner, often insulting and tearing down people she disliked or found idiotic. Naturally, Oriko herself had been the target of a good few of her barbs in the past and she braced for a few more to come her way.

Indeed, after a few seconds talking, Komaki had looked down the table and spied Oriko. She smirked and called down the table at her.

"Same old same old eh Mikuni! Why are you still comin to School? Don't go to clubs anymore and you just skate by. Suppose it's tough being the most hated girl in the city. You ever gonna try and salvage your life?"

Komaki smirked at Oriko, who stared back dispassionately, it wasn't the first time that Komaki, or even people in general had harassed her, and she was sure it wouldn't be the last. There was an outbreak of sniggers and new murmurs from behind Oriko, no doubt thinking up new reasons for why she should be thrown out of school, or even from polite society in general. She generally tried to filter it out like white noise, though she wasn't always successful.

Komaki however, had turned and fixed her gaze on the group behind Oriko who were tittering and sniggering about the unfortunate girl. Her smirk had dropped and her eyebrows were contracted as she stared at the girls who started to notice this.

"What are you laughing at?" Komaki said in threatening voice. Whatever titters and sniggers had been heard up till then stopped in an instant as the group stared back at Komaki with some apprehension. There was silence in their part of the cafeteria as even Oriko looked on with some interest.

"Uh . . ." one of the bolder girls of the group spoke up, Komaki was intimidating at the best of times, if only for her overbearing manner, "we're . . . laughing . . . at her." She pointed at Oriko as though it wasn't obvious.

Komaki's eyes narrowed further, "what's your problem with her? C'mon, say it out loud, we're all listening."

Oriko watched with confusion, first Komaki insulted her, now she seemed to be standing up for her? The other girls were apparently just as confused as their spokesperson stuttered. It seemed that, now called to explain in bold-faced terms to a cafeteria just why they found Oriko disgraceful, their wit was failing them.

She resorted to questioning instead, "but y-you were just-"

Komaki snorted loudly, her friends ducked their heads slightly in embarassment at the scene that was going on, but otherwise stayed in support of her, Oriko supposed that they were used to Komaki's brash manner.

"You got a problem, don't hide behind someones back and snigger about it. That's the calling card of a spineless coward! I got a problem with her, so I let her know. From all I've seen, none of you got the guts to actually look her in the eye. Next time you want to laugh at her, do it to her face! Don't sit there and hide behind other people."

With that Komaki took a big bunch of noodles and shoved them in her mouth, apparently unconcerned with talking anymore. A few seconds silence followed this, then the general murmur and babble of the Cafeteria resumed, though Oriko noted that she couldn't hear anymore snide comments about her. She stared at Komaki, still confused on how to react. She was sure that the girl didn't like her and would have more insults and snide suggestions ready later, but then again, she did seem to have some standards on the proper way to dislike someone.

Komaki, who had struck up a conversation with her friends, glanced back and saw Oriko staring down the table at her. "What's with that face?" she said aggressively, her eyes contracting again.

After a moment of silence, Oriko smirked, only just though, "well, at least your honest. More courteous than most."

Komaki stared for a moment, then rolled her eyes and turned back to her friends. Oriko finished the rest of her lunch in silence, then strode out of the cafeteria. It did feel like the usual whispers and hisses that usually dogged her throughout School were a bit subdued for the rest of the day, though she didn't hold high hopes of it being a regular thing. Still, she would take what little comforts she could.

Soon enough, the school day ended and Oriko headed home afterwards. Overall, she'd had worse days. But, while she preferred being left alone to the constant insults and whispers, it wasn't the same as the many 'friendships' she'd thought she'd had before.

Now, she didn't have any friends from school to really to go and hang out with and she always tried to avoid situations where people recognized her as much as possible. Soon, her house, if you could call it a house, was in sight. Her father had been extremely wealthy, both through his shady Political Connections and through his job in general. Of course, once the truth had come out, a great deal of his assets had been seized by the Government as evidence of his crimes. But he'd made sure that the money that would still rightfully be called his was left in its entirety to Oriko and this still left her with a tidy sum (which is how she could afford to still go to the prestigious school she was attending). Oriko's Father had also left to her the Mansion that he'd had built for his family to live in. Oriko couldn't afford to heat the whole building so she was sparing with the funds she spent to maintain it, usually only giving power to her wing of the building. The building felt a great deal emptier than it had before her Father had died, but it was still home to her and she didn't intend to leave it anytime soon.

After putting away her school things, Oriko had walked out onto the balcony outside her room staring out at the City. The view was nice, her father had had the mansion constructed high on a hill and it commanded a good view of the city and the sea beyond. In days past, her father and she had sat on this balcony, discussing politics, the world, or just talking about inane things that she'd been sure she'd forget in a week. Now she held each of those conversations close in her mind like a priceless treasure, and remembered them vividly. Oriko sighed as she stood on the balcony.

Then she started to feel a pressure in her forehead.

For a few moments, she clenched her eyes and groaned. While she'd been trying to get a handle on invoking visions rather than simply having them get handed off to her randomly, some still slipped through on occasion.

The pressure against behind her forehead ratcheted up again and she hissed slightly. This was a bit weird, usually her visions weren't this 'insistent' at being seen. But she supposed there was a first time for everything. She wondered what this vision would be of and whether or not it would relate to her. Perhaps this one would finally answer her question of what her purpose in life was. Perhaps this would finally be what showed her what to do and how to help people the right way.

 **Soundtrack: Puella Magi Madoka Magica OST - Surgam Identidem**

The pressure had become nearly unbearable and Oriko finally surrendered to the vision. The world changed, though there seemed to be some sort of strange black film over it that made everything seem darker. For a moment, she couldn't really see anything do to this, but soon the world became clearer. This in particular was strange and unlike her other visions and for a moment she wondered at it, it felt so foreign. But then she noticed the vision itself and she found herself high above the city of Mitakihara, staring down at it. Dark clouds covered the city as what looked like an enormous thunderstorm had gathered Though, it almost looked more like two storms combined and vying to see which was more powerful. A thunder-battle she'd heard it described as once. It was oppressive and dark, almost like a moonless night in which it was so easy to forget light exists at all

A swath of destruction was being carved through the city as a gigantic Witch moved forward, it's shape that of a upside down female mannequin in a Jester costume. And insane sounding laughter echoed over the landscape as the Witch floated forward. Oriko caught her breath as the full scope of the destruction became apparent. The Witch simply plowed through any building, any skyscraper, any obstacle in its way. But it had no need for individual killing, for an army of familiars, some of which looked like Witches themselves, swarmed below her. The outliers hunted for prey like scouts, while directly below the witch the clustered like ants around a mobile anthill, so tight that she couldn't even see the ground.

"Is this what the future awaits, utter destruction?" she wondered aloud, the Witch seemed nigh unbeatable. Then an explosion blossomed on the Witch and Oriko turned to see a small white shape zip past. She turned to see it streak past and tilted her head in confusion. It looked like Kyubey, but with a far more expressive face and startlingly light blue eyes.

She tried to get a look at its expression but she didn't have a good enough angle on it and couldn't see it well enough as it moved underneath her. It moved towards a fallen over skyscraper, running up its side as it lay at a diagonal slant. Once it reached the top of the building it, it seemed to pause, and then the two tentacle appendage that looked vague like bunny ears (and which ironically sprouted out of the cat-like ears on Kyubey's head) came together over its head. A ball of energy that was blueish-white sprung into being and with a great heave, it flew towards the Witch. The explosion was large and dramatic and the mad cackle that the Witch had been uttering seemed to ratchet into a shrill and meaningless shriek for a few moments. It was knocked a few feet to the side, but then it righted itself and turned balefully to stare down at the Kyubey-ish thing.

A lance of energy materialized and slammed forward, smashing into the fallen skyscraper. But the white creature it seemed had anticipated this and had already leaped off the building. It hit the ground and made to run as the Witch bore down on it. But then it seemed to shudder and enter what Oriko (from her far away and not very clear perspective) could only compare to some sort of fit or seizure. Finally, as it's enemy was nearly on top of it, it seemed to retch, black stuff coming out of its mouth. But then it was off again, dodging blasts of energy that the Witch above and its minions below hurled at it.

The white creature dodged and weaved as the small army of monsters attempted to surround it. Blasts of energy like lasers erupted from it and it looked as though it were using its tentacle appendages as alternate bludgeoning and cutting tool. Oriko idly wondered why she couldn't get a better view on it than being up here in the sky. But she supposed that the birds eye view let her see more of the world as a whole.

As the creature turned and sprinted again, Oriko saw that it was heading for what looked like the ruins of a sports stadium (she remembered attending a game there with her father and her heart twinged a tiny bit to see it half-destroyed.) As it ran, the creature suddenly tripped as it seemed to encounter another one of its fits, this one lasting longer and seeming more painful as it writhed on the ground. More black tarry liquid seemed to expel out its mouth again as it twitched and flopped on the ground.

But then, as it got up again, its back was straight and it seemed to force itself onwards, sometimes simply charging through the Familiars that barred its path. It vanished through one of the entries to the stadium as what looked like every familiar and Witch converged on it from all sides. There would be no escape this time and Oriko felt sure that, no matter what tricks it had up its sleeve this time, the white creature would be overborne at last.

She saw the white glimmer in the dark as the thing streaked out onto the field and tripped once more. This fit was the worst yet and she heard, faint but clear over all the sounds of the Witches and Familiars, a keening scream of agony. It almost seemed like the black tarry substance that was shooting from its mouth was coating it as though seeking to drown it.

The white shape writhed once more as the blackness seemed about to consume it. But then the darkness stopped and instead was pulled into what looked like a ball in front of the creature. The Witch's and the familiars came on, eager to take advantage of the weak moment of their opponent. But the ball of darkness pulsed, almost angrily, as though it desired release from this small prison it was being forced into. It pulsed and crackled faster and faster and, though Oriko could not see the creature's expression from so far away, its back was unbent now, though stiff as a board, as though it was channeling all its resolve into this one act.

Then, just as the giant witch stooped down upon the small white creature, the black ball exploded. The blast expanded outwards in and instant and anything caught in it simply ceased to be. The dark wave expanded outwards, consuming all the Witch's and Familiars, seeming not to slow for anything to her shock. The giant Witch, who had been bending over its prey in triumph, jerked back in surprise, but too late and far too slow. The wave of energy slammed into it and the Witch disintegrated as it was caught in the explosion. But the wave didn't stop and moved further outwards, vaporizing any Witch and Familiar that had managed to stay back from the White Creature. It looked as though it was going to consume the city with its speed. The stadium was a distant memory, like any other building caught up in the blasting force turning the city into a mass grave. But she had no time for further observation as the wall of black energy had reached her and moved around her. Despite her role as a simple observer, not subject to any harm, Oriko flinched as everything went dark, a dark reserved for the blackest most moonless night.

For a moment, she floundered, almost feeling like she was drowning in the inky blackness. Then it seemed like it was starting to lift and she peered around, eager to see the condition the City was in. But then with almost a wrenching feeling, she suddenly found herself leaning against the balcony railing, almost as though she'd been forcibly slammed back to reality.

Oriko was breathing heavily, as though she'd just run from school to home and not walked. She stared, wide-eyed ahead, her grip on the railing trembling slightly. The vision had been so forbidding and bleak that she shuddered. That was this cities future? To first be leveled by what looked like the most powerful Witch on the Planet and then have whatever was left be annihilated by . . . what was that thing?

She took a few deep breaths and closed her eyes, willing herself to stop shaking and to think things through.

So, a little something that looked like Kyubey was going to fight a massive Witch, but in so doing, he (she assumed it was a he) was going to cause such an explosion that that it was liable to destroy the whole city, if not more. At least, that was what she estimated based on the short look she'd gotten. The explosion had been so powerful and it had seemed like it wasn't going to slow down anytime soon, so she had no idea how far it was going to reach. She wasn't sure why that vision had had that black filter over it, but that was a minor detail compared to what the vision had revealed.

Oriko put a hand to her chin and stared out over the City, comparing it to the blasted wasteland she had just witnessed. All that civilization, likely all of the people too, just wiped out because of two creatures, one amoral and uncaring, and the other a twisted victim, had decided to have a contest of power there.

Her brows furrowed once again as she saw, off in the distance the stadium that had been wiped out in her vision. The one where she and her Dad had made fond memories in. No, no she wouldn't allow it. No matter what, Oriko would not allow anyone or anything to cause such destruction. Her eyes widened as a thought occurred to her. Was this it, was this the purpose she'd been looking for? First to find the white little creature and stop him from coming to fight the giant Witch and destroying the city (and who knows, potentially even the world). And then would it be her purpose to gather others together to defeat this Witch?

A small smile graced Oriko's lips as she considered this. It made a certain sort of sense, at least as much as anything else about her powers did. At least it was something to keep her going, certainly something to look into.

In that case, she needed to get going. She'd gotten a feeling from the vision that it was some time in the near future, not imminent, but not far away either. She needed to find out what that creature had been to start with. Kyubey might be of some help in that regard, though she'd have to be careful not to give away too much. She knew not to trust him fully, after finding out the ultimate fate of Magical Girls. But in this case, she thought he might be a good source of information as he didn't seem to lie.

It seemed she had someone to talk to.

* * *

 **Soundtrack: Puella Magi Madoka Magica OST – Salve, Terrae Magicae (Tin Whistle, Orchestra)**

 _"The Witch's name is Walpurgisnacht and it would certainly be bad for the City if she came here."_

Oriko had managed to find Kyubey quickly. He'd been hanging around one of the Schools (she supposed that he might be looking for more candidates to contract with). She inquired about any very powerful Witches, stating that she'd had a vision of a very powerful one and then giving a description of the Witch in the Vision.

"She certainly did seem to leveling the city with ease" Oriko commented as she stared down at Kyubey.

" _Walpurgisnacht is potentially the most powerful Witch on the planet, so powerful that she doesn't need to hide in a Labyrinth. If she descends on the city and no one is there to stop her, then its likely that everyone will die."_

" _And if the wrong person . . . or creature"_ Oriko thought privately, " _tries to stop her, the city will die anyway."_

She still needed information on the small white Kyubey-like creature though. But caution was needed. Any information more than was necessary was dangerous to give to Kyubey.

"Kyubey, have any of your friends gotten . . ." Oriko chose her next few words very carefully, not wanting to give away too much of what she knew.

". . . sick, recently?"

Kyubey tilted his head to one side, as if considering her. Then he nodded.

" _As a matter of fact, one of my friends on assignment has recently lost his mind. I assume you had some sort of vision showing his descent into further insanity?"_

" _So, one of his drones has gone off the rails"_ Oriko thought. There was some satisfaction and comfort she took from the fact that apparently not even Kyubey was invincible in that respect.

" _Still, it's a pity that I'll likely have to end the rebel Incubator before too long. He looks as though he might mean the end of the world if he's allowed to continue on."_

"Indeed," she said aloud, an innocent smile on her face. "I was very concerned because he seemed out of sorts and I know how much you care for your own."

Internally she snorted, she knew how little Kyubey actually cared for anything beyond what energy he could invest and harvest from it.

" _I do wish he would come back to me for treatment"_ Kyubey said with a sigh that might've fooled another girl, but Oriko knew it to be a part of his act (or else he really did wish it for some horribly skewed reason).

" _But unfortunately,"_ Kyubey continued, " _he's gained the protection of another Magical Girl who I don't really know much about."_

That was news to Oriko and she blinked, Kyubey always knew everything about each Magical girl, which well he should, considering he made them. She recovered quickly however and smiled again, thinking fast. She could simply ask Kyubey where to go to find the rogue Drone and Magical Girl. But she wasn't sure she wanted Kyubey to know that she was that interested. He might help her, even encourage her to remove the two from the picture, but then again, he might be running his own plan. No, strike that, she knew that Kyubey was running his own plan, the problem was, she had no idea how far his and her plans coincided and she didn't want to test her luck in case he wanted to preserve the two.

She felt she could reasonably guess that the rogue Drone was hanging around her city of Mitakihara, and so it stood to reason that the Magical Girl was too. No, she would mask her interest for the present and attempt to find other ways to track them down, she had time. If things got desperate and Walpurgisnacht was imminent, then she might resort to more radical measures. But until then, patience and stealth.

"Oh, well that's odd," she said in a voice that implied that she was growing bored of the conversation. "Anyway, I was just wondering if you could tell me anymore about my wish?"

It was a pity that Kyubey's face was so expressionless, because it made judging what he was thinking so hard. Add to that the fact that he didn't appear to have any emotions in the proper sense of the word, she could only hope that she'd allayed any suspicions he'd had, or at least, whatever equivalent to suspicion that he claimed that he had.

" _It's as I've told you before,"_ he said. " _Your wish was a very broad statement, and thus, I can't really give a specific answer for it. The magic that a Magical Girl can get is usually linked into their wish, but there is a certain degree of randomness to it. Perhaps you have wanted to be a seer or a prophet at some point in the past."_

No, not really, thought Oriko with an internal frown. She couldn't remember ever wanting to be a fortune-teller. It wasn't that she was ungrateful for her powers (even if they came with a horrible hidden cost, her soul specifically), she just was a bit confused as to why she hadn't been told her purpose and instead received strange random visions of the future. But then again, she reflected, hadn't she semi-decided with the last vision that her purpose was to try and prevent the horrible future she'd been shown?

Oriko shook her head to clear it of errant thoughts. She thanked Kyubey for his time and moved off, heading towards home. She made sure that she was truly alone before she pulled out her phone and went to her contacts list. She had plenty of phone numbers left over from the time when she'd still been popular, but she only had one number she really used anymore. Ironically, it was from someone whom she'd only gotten to know after her reputation had reached rock-bottom.

Putting the phone to her ear, and looking around to check that she really was alone, she spoke into the receiver.

"Kirika, I need you to meet me at the house. Come quick, this is important."

* * *

As she related her findings and the mission to her friend, Oriko reflected that her friendship with Kirika was very atypical. Kirika was a girl with raven black hair and golden-orange eyes. Her powers as a magical girl consisted of, in a somewhat ironic contrast to Oriko's ability to peer through time to the future, the ability to slow down time in the present for herself and her surroundings. Complementing this was the ability to summon energy blades like claws for melee attacks. The girl was definitely not the sort of person that Oriko would've been associated with before her fall from grace, not least of which because she was from a middle-class family and went to Mitakihara General High School instead of the high-class school Oriko still attended.

Indeed, even their first meeting (as least as Magical Girls) hadn't gone very well. Kirika had attacked Oriko over a Grief Seed, though Oriko had come out the victor in the fight. After this, the two had sat down and had a little talk that had (much to Oriko's private shock) wound up with Kirika declaring them best friends. It had been a bit weird at first because Kirika seemed to act quiet and withdrawn when interacting with other people. But when around Oriko, she seemed to spring to life and became far more outgoing. It was almost manic and somewhat unnatural at times, the way that she tried to be Oriko's friend and gain her approval.

Still, in the end, Oriko had been glad for their friendship, for it had given her some comfort during the periods of loneliness and depression that plagued her, and had helped her big empty mansion to feel less overwhelming. Even discounting this, she no longer had to hunt for Grief Seeds. Kirika had taken up the hunt and was more than willing to share the profits of it with Oriko. Oriko herself was not the best at fighting, most of her abilities seemed to have been used up in giving her visions of the future, leaving little room for actual combat ability. Her own inexperience did not help the matter.

Oriko realized that she'd come to the end of her instructions as well as the end of her internal reflection.

"So you want me to find this Kyubey evil-Clone thingy?" Kirika said as she laid on the couch, her head hanging off the side.

Oriko smiled faintly, "I don't think he's a clone, but functionally, yes. I need you to start looking for something or someone who looks like Kyubey, but has a far more expressive face and eyes. He's probably hanging around Mitakihara and possibly even going after Witches so start there."

Kirika nodded, she looked like she was thinking hard. Then her eyes widened along with a smile. She put a finger up and Oriko suddenly had an image of a lightbulb igniting over her head, for that seemed to fit the expression she was giving. Then Kirika's face grew curious again.

"Don't evil twins normally look more blankerer than their counterparts," Kirika said blandly. Oriko mouthed silently at Kirika's use of the word "blankerer," before Kirika's face brightened as she sat up, "or maybe Kyubey is the evil twin and we've actually got to kill him in a big dramatic twist!"

"It might come to that eventually," Oriko said mildly. She was aware of Kyubey's amorality of course, but knew that he was useful for the moment, aside from there seeming to be no real method of permanently killing him. If Oriko found a way to thwart him however, then she wouldn't shed many tears over his death.

"You need to be careful" she cautioned, "Kyubey said that he's allied with a Magical Girl so he has protection. Remember, we don't want them to know about us just yet. This has to be stealthy."

Kirika sat up in a flash, her face indignant, "you saying I'm not stealthy!"

Oriko put a hand to her mouth, trying to cover the smirk blooming over it.

After a few moments sulking, Kirika flashed an overdramatic salute, then she opened a window and leapt out of it in a display that she clearly intended to be impressive. Her rapid descent and what sounded like her hitting several awnings and a wall on her way down were less so and sent Oriko scrambling towards the window in concern. Kirika was laying in an overgrown hedge, clearly dazed but looking none the worse for wear. She flashed a confident smile to Oriko and spun her body around, righting herself as she went. Then with another leap, she sped off, barely managing to avoid hitting into a Garbage Can on her way down the road.

Oriko laughed softly and fondly as she watched Kirika go. She breathed the air deeply and sighed looking to the horizon. It really was a beautiful day. Her face brightened as she remembered the food she'd had prepared for her supper, and an idea occurred to her. Since it was such a nice day, why didn't she take advantage of it and go eat outside. There was a nice picnic spot in a park nearby that she liked, why not take a moment to enjoy it? She couldn't do much until she heard back from Kirika the next day, so she may as well enjoy her small moment of peace.

It was a bit of a pity that she hadn't thought of the idea before Kirika had left, she reflected as she packed her basket. But it really was too good of a day to spend indoors if possible. She only felt vindicated as she walked outside and felt the nice warm breeze against her skin. It was getting later on in the day as she walked to the Park, but she enjoyed the simply action. Such breaks from either a random vision or snide comments at school did not happen often to her.

Finally, she reached a spot on top of a hill that commanded a beautiful view of both the city at large and the sea. The picnic basket was set on the ground as Oriko drew out a blanket and spread it across the ground. The sun was nearly below the horizon and the moon was looking out over the city. Soon it would be dark, but Oriko really didn't mind. She didn't particularly enjoy spending her time in her mansion at night more than she had to. Without anyone else there, the mansion seemed too big and foreboding at times. Kirika would probably be worried about her if she knew that Oriko was out here alone as night fell, but at times like these, Oriko really just wanted to get away from her house and all the memories wrapped up in it.

The soft breeze ruffled her ash-blond hair and she sighed contentedly. Reaching into the basket, Oriko withdrew one of the sandwiches she'd had prepared for the occasion. Then she heard a soft rustle that had her turn quickly to look off to some plants on her right.

 **Soundtrack: Sword Art Online OST: In Your Past**

Oriko gazed over at the bushes and saw two light blue small eyes peering out at her. The eyes moved closer and a head peeped out of the bush. The eyes belonged to a very young girl, who looked to be somewhere around 10 years old, with light green hair. Her hair was pulled up into two braids on the sides of her head and she was dressed in some very baggy clothes including some light pink suspenders and a whitish shirt. She was also gazing hungrily at the food that Oriko had just pulled out of her picnic basket.

Smiling slightly, Oriko patted the ground beside her while holding out a sandwich.

"Come and have some if you're hungry."

Slowly, and with a look of caution on her face, the girl approached Oriko. Oriko kept her kind smile up as she held the sandwich out towards the younger girl. The small girl stopped, just outside the range of Oriko's reach. Then as fast as possible, she darted in and snatched the sandwich. Then she jerked back as though she expected Oriko's expression to turn angry. But Oriko simply smiled more widely and pulled out a sandwich for herself (she had packed a lot extra just in case Kirika did come back and joined the picnic.) As she began eating, she watched the little girl out of the corner of her eyes.

The girl surveyed the sandwich, up and down, seeming to expect a bomb to strapped to the back of it. Then with a look of wild-eyed hunger, she stuffed the bread and its ingredients down her throat, chewing hard and fast.

Oriko smiled down at the small girl. She was very cute and Oriko found her shyness rather endearing. She could also sense that the small girl had the spark inside of her that would make her a likely candidate for becoming a Magical Girl. If Kyubey ever became aware of her, he would likely offer her a contract.

Her smile lessened slightly as she contemplated what that would likely entail. A girl this young would have little-to no inkling of what any of the consequences. Even if she was only informed of the hard life most Magical Girls led, and informed outright of it, Oriko knew that it might be hard to truly get her to understand what she was getting into if she made a contract. Certainly Kyubey would never explain it to that degree, he would gladly accept her contract while providing the minimum (from his perspective) needed details. And then there would be no escape from the trap that Kyubey set everyone. The kindest fate for her would be for someone to kill her before she succumbed to despair.

The little girl had finished her sandwich and was now looking up at Oriko, as if questioning whether or not she had more food. Smiling again, Oriko picked a bowl of noodles out of her basket and pulled the covering off of them as she handed them over, along with a fork. The small girl's mouth began watering as she beheld the proffered food. She grabbed it eagerly, almost ripping it out of Oriko's hands. Then she froze once more and looked at Oriko, a little bit afraid, as though she expected the older girl to yell at her for the action.

A small bit of concern flickered in Oriko, why was the girl being so cagey about accepting such simple things? Outwardly, she spoke to the little girl once again.

"My name's Oriko Mikuni. What's your name?"

The girl blinked, then she took the fork and stuck it into the bowl of noodles.

"M-my name's Yuma Chitose" she said after taking several bites. Silence fell for a few more moments as Yuma ate some more. Then she fielded a question.

"Onee-San, why are you out here at night?" she asked curiously, looking up at Oriko with wide eyes.

Oriko considered the question as she gazed up into the sky, the sun having fully set by now and a pure white light shining down on her impassive face.

"Watching the moon, I suppose" she said finally as she gazed up into the white orb. Perhaps she felt some sort of affinity with the celestial body. It didn't shine with a light of its own and was incomparably smaller compared to the sun. But it took what it was given and still shone as brightly as possible, using the gift of light it received to illuminate the world in its own pure, white light. In the darkest time, the moon shone forth to illuminate it, to hold the darkness back with all it could.

Or perhaps she was just nuts, she thought with a smile as she closed her eyes. She opened them again and looked at the girl beside her. Yuma was gazing up at her, curiously tilting her head.

"What are you doing out so late Yuma?" Oriko asked mildly.

Yuma looked away, putting her head down. Silence fell once again as both girls ate their food, listening as Cicadas began their discordant chorus. Darkness fell further, though the moon shone bright as ever over the park, even as the city lit up with artificial light.

"Mommy was mad with Yuma" Oriko looked over at the girl who was staring into the depths of her now empty bowl.

"Daddy wasn't home when he said he would be and she got angry again. She told me 'Yuma, get out of here and never come back' . . ."

Oriko looked back towards the horizon, her face troubled. She had noticed that Yuma had used the words 'angry again.'

"It's because I'm a bad girl" Yuma said dispassionately. "She doesn't want Yuma and I guess that's why she gets so mad."

Yuma stared ahead, her expression not particularly sad, more just blank, which was perhaps more alarming to Oriko than if she had burst out crying. She didn't really know what to do as she gazed into the sky at the moon as it rose over the city.

Finally, after about a minute of contemplation, she opened her mouth.  
"I . . . I have never been scolded by my parents," which was true, she'd always been her parents pride and joy and both of them had died before disgrace had come to them.

"But" Oriko continued as Yuma looked at her curiously. "even so, I've never felt much like I was a 'good girl.'"

This was also true in a way. While she'd never acted out and had even been praised for her intellect and skills as she had been growing up, Oriko had never particularly felt like she deserved such praise. While she wouldn't deny she was skilled, she hadn't really done much with those skills aside from earn good grades and act the role of a perfect statesman's daughter. Most of her reputation had been a branch off from her father's, and once that branch had been cut, her reputation shriveled and died. She was still feeling the backblast of being declared a 'bad girl' simply because her father had apparently been a 'bad man.' No, she hadn't really done anything to earn being called a 'good girl' just as much as she hadn't really done anything to deserve being called a 'bad girl.'

"Still," she continued, not really knowing where she was going with this, "I think trying to be a 'good girl' is very important. But few, perhaps no one can call themselves truly 'good.' At least, if you mean 'perfect' when you say 'good.' People are imperfect things after all. So I suppose in that sense, there are no 'good girls.'"

As she finished, she glanced down at Yuma. The small girl was still looking intently at her. Oriko flushed a bit, wondering if she'd been too wordy, or even if what she'd been saying hadn't just been some random rant she'd made up on the spot.

Yuma, however, smiled widely, seeming to be cheered up.

"Thank you!" she said as she stood up. "Maybe Mommy was just having a hard day and will be okay with me now. I'll go back and maybe mommy will see that even if I'm not a good girl, that I'm still trying!"

She bowed slightly to Oriko, who blinked, before smiling and tilting her head in return.

"Thanks for the noodles, they tasted great!" Yuma said as she turned around and left. Her sudden departure left Oriko a bit unsure what to do.

Still, as she watched the child go with a soft smile, she hoped that her situation would improve. She felt a cool breeze sweep past her and figured that it was probably time to be getting home. Then she packed up everything into her picnic basket and headed back to the house into the growing darkness. She found her mansion easily enough and walked in, moving towards the Kitchen where she began stowing the Picnic Materials away. It was as she putting away a teacup, that suddenly another vision spiked into her head without warning, almost as if it were being forced on her.

She saw a news bulletin with a photograph a very familiar girl pasted on it.

 _The deceased went by the name of Yuma Chitose and the most likely suspect in her disappearance and potential death is her mother Mako Chitose. Her home shows signs of neglect and numerous people have come forth with concerns of abuse._

Oriko felt her antique China cup slip from her fingers and smash to the floor, but she paid it no mind. She was frozen stiff, breathing shallowly, her face paling. Her mind's eye was simply fixated upon the vision of Yuma's face plastered on a news screen as she stood in front of her house, her smiling face and eyes fixed over the headline that read simply.

 _ **Young Child Discovered To Have Been Murdered.**_

* * *

 **Soundtrack: Puella Magi Madoka Magica OST – Serena Ira**

The next morning, Oriko woke up early, but she didn't get up. She sat on the side of her bed, drumming her fingers against it in a tense manner. She'd spent a good chunk of the night before thinking over what her vision could mean and what she was to do about it. She hadn't managed to stay up too late as having such a vision so soon after the earlier one, had caused her a good bit of pain in her head. Now however, her head was clear and she pondered the future she'd seen.

She had liked Yuma, finding her cute and innocently endearing despite the short time they'd spent together. The thought of what she was probably suffering under her parents right now, and what it might lead to made her feel like a block of ice had been dropped into her chest. Her fists clenched at the thought of such a sweet little girl forced to endure such abuse by people who should be caring for and loving her. Then she felt hot shame as she had another thought.

" _I got her to go back to them didn't I. With that I said."_ And with that, another thought hit her, even worse than the last, _"if she dies, its my fault! I was the one who said all those things and she said she was going to give it another try. Why couldn't I think of something better to say, or be a bit more aware?!"_

So now what? Oriko wished she had found out where Yuma lived when they'd been talking. It wasn't like Yuma hadn't made it clear that her home life wasn't very good. Why had she been a like a deer in the headlights when it actually came to taking action with regards to parents? How the heck was she going to find Yuma, she was one small girl in a giant city.

" _Use your powers_ " she suddenly thought and stiffened. Of course, she couldn't be completely sure that her powers would show her anything that would allow her to help Yuma. But then again there was the off chance that they might show her something to give her a clue. Anyway, she'd rather be doing something rather than sit here all day and worry while waiting for Kirika to return.

She stood from her bed and closed her eyes. Oriko concentrated, focusing in upon Yuma and trying to gaze into the girl's future (though she tried to undershoot the date of death she'd observed in the newscast vision). She frowned, the vision seemed on the cusp of materializing, but that black curtain, or filter, or mist, or whatever was still there and it seemed almost to be obstructing her vision.

Oriko strained, her brows furrowed.

"Show me" she muttered as she concentrated hard. Her hands clenched at her sides. The dark curtain obscuring her sight seemed to shimmer and shift, but remained firmly in place.

"Show me Yuma," Oriko repeated angrily. She was worried, more worried than she'd been for a long time and she refused to do nothing about what she'd seen for the fate of the little girl she'd met in the park, but first she needed some clues about how to find her again.

"Show me!" she commanded vehemently, placing her hands upon her face.

Finally, the darkness tore and her visions, finally, surrendered to her will. She peaked through her fingers and found herself standing outside of a house with lighted windows. A quick look around revealed the street and address to Oriko and she cataloged them in her mind. Then she felt a prickle and glanced around again. Even through the vision she could feel it, a Witch was on the move. Sometimes Witches stayed stationary, seemingly content to let their labyrinths lure victims in, or simply stew in their loneliness. Other times, perhaps more often, Witch Labyrinths moved unseen throughout the world. They were a closed space that was near impossible to see from the outside unless you were a Magical Girl. These roving Labyrinths required taking care of when you found them unless you wanted to do a good bit of legwork and tracking to find them later (though there were "hunting grounds" per se where a Witch was likely to roam such as popular suicide points or places where extreme tragedy had occurred).

Sometimes Oriko wondered if the isolated Witches were, on some leftover instinctual level, trying to stop themselves from hurting as many people as possible by their isolation.

Now, one of the roaming Witches was moving towards the house that she assumed was Yuma's. The faint distortion in the air moved and seemed to phase through the door as it found a new home. Oriko sucked in a breath with worry, but then she stopped suddenly. This didn't make sense, her earlier vision had told her that Yuma would die because of her mother beating her to death, now she was going to die from a Witch? But then again, normal people didn't know about Witches so maybe they simply assigned Yuma's death to parental abuse. Did that mean that there was nothing to worry about with her parents, well besides a ravenous Witch coming to eat them.

She heard some soft footsteps and turned once more. Yuma was walking down the sidewalk towards her home. Her head was downcast and each step seemed more reluctant than the last. As she got up to the door she held out a hand for the doorknob.

"Yuma, no!" Oriko said before she could stop herself. For a moment, she thought that Yuma had heard her, for her hand had pulled back slightly from the knob. But then Oriko saw that there was a fearful expression on her face and Oriko realized that she was simply afraid to go inside, afraid to go home.

Perhaps it was Yuma's despair that had lead the Witch to the home. If such things lingered in areas and her parents were abusive, then Yuma's house was surely stinking with despair.

Pity, and some measure of understanding grew stronger in Oriko. She groaned as Yuma seemed to screw herself up enough to open up the door and walk inside. Oriko was sure she saw the telltale rainbow of a Witch's Labyrinth before the door shut.

The vision ended and Oriko stood stock still, thinking on the vision. A Witch might be moving towards Yuma's house and would set up shop there, just waiting for victims to wander in. Yuma might even possibly be its first. In a moment she was up and getting dressed while going over the address in her head.

She had a house to find and visit.

* * *

Kyoko yawned as she got of the bus. She had managed to find one overnight to Mitakihara, but unfortunately it had dropped her off on the outskirts of the city. Shrugging, she started walking, figuring she may as well get a few miles of distance in if she hoped to reach Mami's neck of the woods soon. It's not like she was really in any hurry, this was just a visit to get some info after all.

She'd been walking for about half an hour and had entered a low-income housing area when she felt a flair of Magic suddenly and turned to her side. It looked like a normal suburban home, but she wasn't fooled. She strode forward a couple feet and kicked the door open, transforming into her Red overcoat and summoning her spear to her in the meantime. As she'd suspected, instead of leading to a normal house hallway, the door opened onto the typical mad maelstrom of color and insanity that characterized a Witch's lair. Kyoko smirked slightly, at least this trip wouldn't be a complete waste of time. She sprung forward, effortlessly cutting down several familiars that barred her way (and seemed to be in the shape of some sort of flower theme.)

It wasn't the most difficult labyrinth she'd ever gone through, nor was it the most difficult Witch she'd ever fought. She wasn't complaining though as she found herself in the Witch's inner sanctum and immediately got to work. The Witch had seemed distracted, bending over two bodies and seeming to gorge on them while a tiny figure was pressed up against the wall of the lair.

With a small lurch in the region of her stomach, Kyoko realized that the tiny figure was human, a girl, possibly the original inhabitant of the house before the Witch had manifested here. Kyoko pushed the child to the back of her mind as she entered battle against the Witch, beginning the fight by shoving her spear into its back.

The following fight, while still the normal dangerous affair all battles against Witches were, was over in short order. While the Witch put up the best fight could, it simply could not compete against Kyoko. As it fell, she noticed that the little girl was still alive. Pausing only to pick up the Grief Seed that had fallen from the Witch's corpse, she strode over to get a better look at the child.

Kyoko frowned as she surveyed the small girl sitting before her, who looked to only be around 10-12 years old. The girl had short green hair, fastened in two equally short pigtails and she was starring at the bodies of what had probably been her parents with a blank expression. It was somewhat disconcerting to Kyoko to see such a lack of emotional reaction to something that should've sent anyone screaming, either the Witch or the mangled corpses in front of her.

Maybe she was simply too shocked to react, or just trying to keep her fear or sorrow from showing. Still, Kyoko thought with some bitterness, it would probably be best to make her understand things as they were, sugarcoating what had just happened never did anyone any favors.

"Hey kid," Kyoko said, her voice brash, "it's a tragedy, but that's the hard truth of things. You can wail and cry all you want but it's not gonna bring your parents back. Just remember to be grateful that you survived."

The girl glanced at her, her expression not shifting beyond some tiny curiosity in her eyes. Kyoko stared at her, unsure of what to say. After a few moments, she said the first thing that came into her mind looking at the blank eyes of the small girl.

"Make a face like that and nobody will ever help you out."

The girl blinked, still staring at Kyoko. Kyoko herself looked away, putting a hand behind her head and shifting uncomfortably. Then she sighed deeply.

* * *

 **Soundtrack: Sword Art Online OST: Gracefully**

Whatever she'd experienced in the Witch's Labyrinth, the little girl didn't lack an appetite as she wolfed down the burger that Kyoko had gotten for her.

"Easy!" Kyoko said as some Ketchup flew in her direction from the girl's furious bites. She held up a napkin to shield her face, only lowering it when she was certain the barrage of condiments had ceased.

"Listen here kid, once your done with that food I want you to scram!" she said vehemently. Kyoko honestly really didn't want another complication in her life. She already was dealing with dreams that felt way too real and some sort of urge to come back to Mitakihara City, so she wasn't even sure why she was being so nice to this little kid.

Well, no. Deep down she knew why. But it was much more convenient for her to ignore that.

Kyoko noticed that the small girl had been taking a drink out of her soda can, but had suddenly stopped and was staring into the depths of the liquid. She was breathing heavily and her eyes were wide. Some pity leaked into Kyoko's heart as she recognized the symptoms of a panic attack, and possibly some traumatic memories.

"It was a Witch that killed your parents" she said loudly, deliberately prodding the young girl. It worked and the small child seemed to snap out of whatever flashback she was in as she turned to look at Kyoko.

"Witch?" It was the first word the girl had spoken. She had a soft voice, meek and unassuming that suggested that she didn't talk much.

"Mmhmm," Kyoko said as she leaned back. "It's my job to find and fight things like that. Sort of like Manga you read. Only it ain't like those things because your overflowing love and courage ain't enough to carry you through a fight or any of that junk."

The small girl blinked, looking up at Kyoko.

"And ain't nothing can bring dead family and friends back to life" Kyoko's next statement was quiet and simple as she closed her eyes, her face growing taut.

A few seconds passed. Then Kyoko sat up, seeming to want to move past the somber moment.

"So anyway, when you eat kid, you gotta start-"

"Yuma."

"Huh," Kyoko looked down at the child who was looking back at her with a half-curious, half-excited expression.

"My name isn't 'kid,' it's Yuma."

There was a small silence, then Yuma spoke again.

"So onee-chan, are you some kind of hero?"

Kyoko blinked, hadn't she just said it wasn't like that? And what was with the 'onee-chan' stuff?

"I told you, I ain't anything noble like that."

The small girl stood up, smiling as she looked at Kyoko.

"Yuma will become a Magical Girl and fight Witch's too!"

The sudden statement had Kyoko blink stupidly for a moment. But then, annoyance flared deep within her, this kid wasn't listening, "don't ever say something so stupid."

"BUT MOMMY AND DADDY ARE DEAD! I HAVE NOWHERE ELSE TO GO!"

The words had burst from Yuma's mouth in a shout that had nearly sent Kyoko hurtling back. So that was it, wasn't it. Yuma didn't really understand or care about what it meant to be a Magical Girl, she just thought that if she became one, then Kyoko would stick with her.

Yuma's next words only confirmed Kyoko's suspicions.

"Tell me what you have to do to be a Magical Girl! I'll do anything!"

Kyoko growled, "kid" she purposely used the word instead of Yuma's name, "quit being so naive."

She stood, towering over the green-haired child, her voice low and flat. It was very important that Yuma understood this and Kyoko wouldn't carry the guilt of not letting her know.

"You know how people say 'you bet your life?' Well this time they ain't kidding around! Take this job and it's gonna be your life on the line. It's a bad deal. You wanna make bets? Bet on living a good life and never become a Magical Girl."

Yuma ducked her head, shaking slightly. Kyoko felt uncomfortable to realize that she was sniffling loudly.

"Yuma's all alone now" Kyoko barely heard Yuma mutter. She put a hand to her forehead, why did she have such a soft spot for this little girl.

 _You know why, remember Momo_. The more traitorous part of herself whispered.

 _Shut up_ , she thought back.

 _She used to talk in the third person too, didn't she?_

 _SHUT UP!_ She actually growled slightly at that thought.

"For crying out loud!" she finally said. Yuma looked up at her and Kyoko grimaced.

"Let's get one thing straight here, I ain't your 'onee-chan,' got it!? My name's Kyoko Sakura. If I show you how to survive on your own will you stop being such a crybaby?!"

Yuma stared, wide-eyed at the older girl, then nodded vigorously."

Kyoko put her fingers to her forehead, sighing deeply. What the heck had she just gotten herself into? She put her hands down and shepherded Yuma onwards. If she was gonna teach the kid, best start with how to get food and shelter.

* * *

Oriko surveyed the house, her eyes narrowed. She was certain that it was the same house from her vision, the one that Yuma lived in. There were no lights on, which could mean anything. She wasn't sure of the wisdom of simply moving in and conducting a home invasion. Still, it wasn't like she had much choice if she wanted to get evidence to prove that Yuma's parents were abusive. She moved up and tried the door handle gently. To her surprise, it gave, the door was unlocked.

Oriko pushed the door open and moved quietly forward. Then, as she stepped fully into the house, she smelled something that made her gag. A mass of bone and flesh were strewn in two piles in the living room. The two bodies, relatively speaking, were in pieces, as though they'd been ripped and clawed to shreds.

 _No human, or Magical Girl did that_ , she thought to herself. _The Witch must've come to call._

With a horrible jolt, Oriko looked around, but to her relief and confusion, while she could discern the bodies of the mother and father, Yuma was nowhere to be found. That was both good and bad, for it likely meant that she'd escaped the fate of her parents.

 _Not if the Witch ate her whole,_ a snide part of her mind provided. She pushed the thought aside as she moved further around the house. While it was good that Yuma had probably survived the attack, that still left the unsavory conclusion that she was out on the streets, homeless and parentless. Normally, Oriko might've felt a brief sense of sadness at the loss of human life, but considering what she'd seen in her visions and suspected about these two sad excuses for parents, she wasn't going to shed many tears over them.

She moved around the house, trying to find some clue as to where Yuma might've gone, but it was no good. There was nothing whatsoever to indicate where the girl might've gotten to. There was a small bit of hope as she investigated what she'd assumed was Yuma's room. Most of her belongings that could be easily carried, as well as what looked like all her clothes, had been taken, so it seemed that she was in the company of someone who at least wanted to look after her basic needs.

Oriko put a finger to her chin as she contemplated this. Bodies tended to stay trapped in labyrinths until fully . . . 'digested' for lack of better term. Human, and Magical Girl, remains only tended to show up when a Witch was defeated. Thusly, a Magical Girl must've defeated the Witch, and recently given that what remained of the bodies were relatively fresh (at least she assumed they were, she was no coroner). Yuma was young, and probably wouldn't think to pack her own clothes, so building on the assumption that both she and the mystery Magical Girl had been at home, the conclusion seemed to be that the Girl in question had taken pity on the small child and had gotten some of her clothes and belongings before setting out with her in tow.

As she walked outside, a soft thump made her wheel around, readying for a fight. But to her relief, it was just Kirika who had leapt off of the roof of the house and landed behind Oriko. Kirika was grinning widely as she ran up to Oriko. Once in front of the girl, she stopped and did a sort of rapturous tap dance on the spot as she stared with excited eyes at the girl in white.

"I found them!" she said triumphantly.

Oriko stared at her friend, then a grin broke over her face. She pulled the black haired girl into a hug and she returned it eagerly.

"Kirika! That's really great news! How did you find them so quickly!?" She paused for a moment, as she realized something, "Kirika, what do you mean by 'them?'"

Kirika back away, clasping her hands behind her back and looking at Oriko with a smirk.  
"The weird Kyubey that you wanted me to find. Apparently he has more than one friends who are Magical Girls. I saw them while at lunch a few days ago and just checked out where they live. It's the person you're looking for, he's got the eyes and everything!"

Oriko blinked, "how did that happen? How did you just see them at random during lunch?"

Kirika's smirk widened, "they go to my school."

Oriko stared, then mentally slapped herself. Why was she so surprised? After all most Magical Girls who weren't homeless at least tried to keep up a facade of a normal life and this included school. And since the creature in her vision had been some form of Incubator, and if he was hanging around Mitakihara, then it would make sense that he might go to schools to try and get contracts out of girls.

Oriko put a hand to her chin as she internally speculated on what the creature's game was. Was he trying to use the girls as energy sinks, or get them to produce more despair energy (than Kyubey normally did that is.) Kyubey had said that he was mentally ill or unstable, so maybe he was trying a version of the Witch System that was more effective in the short term but would have worse consequences for people in the long term (once more, worse than Kyubey's system already did).

" _Heck_ " she thought as a sudden brainwave hit her, " _maybe that's why he was fighting that huge Witch, he was trying to harvest her energy to make him stronger?"_ Though she wasn't sure she could make such an inference based on what her vision had shown her. If it was true it certainly hadn't turned out well for him in the end.

Oriko shook her head and looked at Kirika, smiling as she did so.

"You did a great job Kirika. Really, I didn't expect you to get back to me so quickly!"

Her friend smiled widely at the praise, looking delighted. Oriko took a moment to think, putting a hand to her chin, then she nodded, "right, so. Are you ready for the next part of our plan?"

Kirika nodded eagerly.

"Right, well now we need to get more information. So you're going to show me where they live, or at least gather, and we're gonna spy on them. If what I think is right, we may have to get rid of the abnormal Kyubey, but before then, we need to scope out their strengths and weaknesses."

Kirika smiled, "but before then, do you think we could have some of that chocolate cake you made yesterday?!"

Oriko chuckled and put a hand on Kirika's shoulder, "of course Kirika. There's some left over back at the house. If you want, we can go there now and get some. We can eat some, call it a night and start tailing the others tomorrow."

Kirika looked positively delighted and turned. She ran with a great burst of speed and was soon almost out of sight, pelting the direction of the Mansion Oriko called home. Oriko sighed and began walking sedately in the same direction while pulling a key on a string out from around her neck. Kirika always forgot that Oriko locked up when she left. She really needed to get her a pair of Keys of her own.

For a moment she amused herself with the image of Kirika waiting impatiently for her to get home, hopping from one foot to another like she had to go to the bathroom. Hoping and praying that Oriko wouldn't take too long so she could unlock the door and get the precious delicious cake for herself. But then, as she walked away, Oriko's mind flashed back to Yuma. The concern she'd felt at the small girl going missing came back, but as of right now, there really wasn't much she could do about it. She only hoped that the girl was better off now than she had been with her parents.

Oriko sighed, and continued on towards home.

* * *

Surprisingly, it hadn't been that hard to do her usual sleuthing, scavenging, and just in general surviving, even with Yuma as a tagalong. Heck, the kid had even been a help when it came to providing a distraction while she shoplifted some food. People naturally gravitated towards a crying child, often to the exclusion of all else and even if that child had seemingly suddenly cheered up as though she received a signal from someone else.

Yuma certainly didn't lack for enthusiasm Kyoko reflected, as the watched the young girl running around the Hotel Room that they'd managed to sneak into for the night. It was a nice, high-end suite and Yuma was positively beaming as she ran her hands over the ornate decorative carvings on the furniture. Kyoko smirked as Yuma climbed up onto the bed and started jumping experimentally on it, her face growing more rapturous with each bounce.

"All right kid, settle down and don't be so loud we're trying to keep a low profile here" she said quietly as she moved towards the bed. Yuma turned, a smile evident on her wide face.

"But this is my first time being in a hotel! My house was never this clean and shiny!"

Kyoko let her jump for a few more minutes before forcing her to get into some Pajamas she'd taken from Yuma's house before they'd left (she'd been a bit surprised how few clothes Yuma had had, her parents hadn't seemed to have bought her many). Despite her earlier energy, Yuma was yawning before long and she crawled under the covers. Kyoko got into her nightclothes and joined her. Yuma soon dropped off to sleep, but Kyoko lay awake for a long time afterwards, staring at the ceiling and pondering things.

A bit of her was slightly wary about going to sleep. She'd been visited by two dreams at least that had felt too real to actually be dreams. One she had a hard time remembering (it seemed to feature some sort of black-haired girl fighting what she could only assume was a Witch) and the other (which she could remember better, though not perfectly) featuring Sayaka and Mami, though she had a feeling that the black-haired girl had been involved in some way in that dream too, though she hadn't been seen.

And now she had somehow wound up picking up a little child who had, for some unfathomable reason, latched onto Kyoko in spite of her gruff attitude. Kyoko drew in a long breath and then let it out slowly, glancing over at the small girl sleeping beside her. Her expression softened as she looked at Yuma's innocent face. Kyoko's lips quirked up into something resembling a smile as she put a hand over and started to brush Yuma's bangs out of her eyes.

 **Soundtrack: Sword Art Online OST – A Close Battle**

Then she heard a noise and stiffened. Immediately, she reached out with the sixth sense that had become her aid once she became a Magical Girl and nearly swore. Of all the times for a Witch to pass by it was now, while she and Yuma were trying to sleep.

Carefully, so as not to wake Yuma, Kyoko got out of bed and moved off towards the source of the Witch Magic. Once outside the room, she rooted around for a bit before discovering the entrance, at which point she transformed and leapt in. She was eager to end the Witch quickly before Yuma had a chance to wake up and wander into the labyrinth.

The Witch appeared to be similar to a giant misshapen skull perched on top of a normal sized human lower body, though oddly enough, only one leg appeared to be there. Black cloth hung, covering up the point where the body met the skull and hanging off of the skull like hair. Out of the folds of the cloth a human hand could be seen flopping around, seemingly grasping at somethings only it could sense. The eyes of the skull that was large as a small car were not dark holes but instead were each filled in with a face, each with a simplistic expression like the drawing of a child, one a smile, the other a frown. Completing the look was an almost flower-like formation that perched on the skull like a hair ornament.

Kyoko dropped, her spear in hand and her expression a smirk. She thrust forward and her spear carved a long scratch into the skull of the Witch. It roared in displeasure and turned to attack, but Kyoko had already landed and was in motion. The thing's clumsy strike missed her by several feet and she scored another hit upon its skull, weakening the mark she'd already made. The next strike sent Kyoko rolling to the side away from the thing, intending to circle back around. But as she was turned away from it, she felt a horrible warm, fetid, slimy thing hit her back and leave a very wet mark there before she rolled out of the way. The sensation was very unpleasant. Not in a painful or disturbing way, but in the sense of when a dog suddenly licks you too much and gets your hands and clothes coated with saliva.

Indeed, as Kyoko whirled around, she saw a giant tongue protruding from a gap in the Witch's Skull. If it were possible she would almost swear that the thing looked smug as her face displayed utter revulsion. Kyoko twirled her spear and slashed out. The tongue fell into five different pieces and the Witch squealed in pain yet again.

"That'll teach you to lick me again!" Kyoko said in satisfaction as she darted forward. Her hair whipped around her as she dodged a wild kick from the Witch's singular foot that caused cracks in the floor. Her spear glinted as she stabbed for a third time and with a great snap, the weakened point of the skull shattered and her weapon buried itself in the Witch.

Kyoko grinned as she withdrew her spear. But a second later her smile had faded as the two face-like eyes suddenly bulged outwards like snakes, each writing and seeming to seek her, whether to hit or bite, she didn't know. She dodged backwards as she felt the Labyrinth Wards seeming to shift and the Witch's skull seemed to widen at the damaged point and crack like an egg. More tentacle appendages sprouted out and Kyoko cocked an eyebrow.

"So your like an egg are you? Crack your shell and reveal the prize inside? Well, your not keeping me from that Grief-Seed, no matter how many times I gotta break you!"

Once more, she struck out, but now there were enough limbs and appendages that she was forced to spend more time defending herself than she did actually trying to inflict damage.

Still she grinned.

"Think that just because I got one weapon that you can overwhelm me? Well I hate to break it to you buddy, but I'm one of the best there is!"

This moment of pride however, was not wise. As Kyoko basked in her boast, her defenses were low for a moment. In that moment, four tentacles slipped forward through the flurry of defensive cuts and swipes. Before Kyoko knew what was happening, a slimy, twisted, and disgusting tentacle was wrapped around each limb.

The appendages curled around her arms and legs and though she fought to stop them, their grip tightened painfully. Then suddenly they were pulling and before she knew what was happening, there a ripping noise and a series of sickening cracks and suddenly she was falling backwards. She impacted the ground and felt a near blinding pain in her arms and legs as well as her back. She looked at her left arm to gauge the damage.

It wasn't there.

Kyoko blinked, then looked for her other limbs.

They weren't there either.

Well, that explained the pain, she thought dumbly as she gritted her teeth. Did her natural healing abilities as a Magical Girl cover severed limbs? Perhaps, but she'd need time to try. Time she knew she didn't have.

" _Heh, so this is it"_ she though as she heard the Witch approaching. _"Always figured it would end like this somehow, a Witch finally getting the better of me. Least I got nothing and no one to blame but myself. Mami, thanks for lookin after me after my family died. Yuma I-"_

Kyoko's mind stuttered to a halt. Yuma, still in the Hotel, Yuma, likely the next thing on the menu for the Witch. She couldn't let that happen!

Kyoko felt the Witch bending over her as she tried to fight through the pain to do something, even though she knew that without limbs, or the time to heal, it was utterly useless. But even as the Witch reached out a tendril to pull her into its maw, there was a sizzling noise and suddenly the Witch leapt backwards with a cry of bitter pain. At the same moment, there was a flash of light and Kyoko suddenly felt her arms and legs again. For a moment she just stared in confusion, but then another roar from the Witch had her shaking her head and bounding to her feet. She grabbed her spear and charged forward. The spearhead buried itself into the Witch's flesh and she pushed it deep, burying first the point and then the shaft into its flesh.

The Witch writhed in pain as Kyoko twisted her weapon around and continued the impalement. But eventually, the Witch's struggles grew less and less until it ceased to move altogether. It's body finally melted to the ground, beginning to vanish along with the Labyrinth it had made its home.

Kyoko strode forward and swiped up the Grief Seed that had been left where the corpse of the Witch had laid. Then she put a hand to her lips, humming in thought as she breathed deeply. By all appearances, the Witch should've had her dead to rights, but something or someone had seemingly intervened on her behalf. She glanced around, but couldn't see anyone. That is, until she turned around at a soft noise and saw Yuma standing there, staring at her, still in her nightclothes.

The young girl rubbed her eyes, yawning widely as she stared at Kyoko, "I heard some loud noises, were you fighting one of those things again Kyoko?"

Kyoko nodded, distracted from her earlier thoughts. She strode forward, putting a hand out to Yuma's head in order to steer her back to bed. But as her fingers brushed the small girl's forehead and scalp, she froze. She could feel many patches of skin beneath her fingers which were not smooth and soft as a young child's skin should be, but rough and callused, as though scarred over.

"Kyoko?" Yuma said confusedly as the older girl halted and knelt down in front of her. Kyoko brushed Yuma's hair back from her forehead and started. There was definitely scar tissue there and, unless Kyoko didn't know anything about injuries, they were burn marks.

 **Soundtrack: Puella Magi Madoka Magica OST - Confessio**

"Witch didn't do that to you" Kyoko remarked as she gazed intently at the marks. Yuma was staring at the floor, her eyes shifty. A moment passed in which Kyoko did some thinking. A part of her really wanted to know what had caused the burn marks on Yuma's head. But, she reflected, if anyone got nosy with her past, she definitely would've told them to do some things she was sure she'd never had said in front of her mom and dad.

Kyoko shrugged, "I won't ask if you don't want to talk about it."

She stood up and made to begin herding Yuma back towards the bed again.

"I didn't really like my mommy and daddy."

The statement was simple, and yet it carried a thousand things unsaid. Kyoko stood stock still as Yuma stared at her feet, speaking dispassionately.

"They fought a lot. I can't remember a time when they weren't fighting. Daddy would always be away from home and Mommy. . ."

There was a hitch in Yuma's voice as she continued, ". . . Mommy would pick on me. She always said that it was Yuma's fault that Daddy didn't want to come home. She would say that Yuma wasn't a sweet enough daughter. And then . . . then she would do things that would hurt."

Yuma fell silent, but Kyoko understood. She had had an inkling that the marks on Yuma's head bore the distinct appearance of cigarette burns. Pity welled in her heart as well as a feeling of understanding for the small girl standing in front of her.

Kyoko's gaze drooped slightly, "world ain't nice, is it?" She said gruffly. Then, almost as though she couldn't stop herself, she continued on, "something like that happened to me once too. I . . . I felt like my Dad betrayed me."

Yuma had looked up to stare at Kyoko. Then she lunged forward kneeling down and clutching the front of Kyoko's jacket.

"I want to be strong like you!"

Kyoko shifted uncomfortably as Yuma went on, "Kyoko Onee-Chan is so strong. Is it because she's a Magical Girl? I want to be strong so that people like Mom can't make me hurt again! How do I become a Magical Girl? Why do you fight Witches Kyoko?"

Kyok grimaced, "I fight em because I got no choice" then she glared at Yuma.

"And what did I tell you before? Don't act stupid! You should be grateful you don't have to deal with all the insane sh-" Kyoko stopped and fumbled for a second as Yuma cocked her head curiously at her word stumbling.  
"All the insane stuff that I have to. So like I said before, take my advice. Enjoy what you got now and don't go looking for action and adventure by fighting Witches. It'll just wreck your life quicker than your parents ever could."

Yuma's lip trembled and tears started out off her eyes. Kyoko instantly softened, internally groaning as she felt her defenses turn from iron to butter at the sight off Yuma's tears.

"Okay, okay I'm sorry. I was just trying to give you a fair warning."

Awkwardly, she put her hands out and placed them on Yuma's shoulders, trying to give what she felt was a comforting squeeze.

After a minute or so, Yuma dried her eyes and Kyoko stood up, once again placing her hand on Yuma to steer her.

"C'mon kid, I'm not gonna slow down tomorrow just cause you're tired."

Yuma yawned and nodded, allowing herself to be shepherded back to bed. She fell asleep almost as soon as her head touched the pillow and Kyoko drew the covers over her. As she got into her nightclothes again and laid down beside the small girl herself, Kyoko continued to ponder what she had learned about Yuma. Then, with a another shock she suddenly remembered what had happened when the Witch had had her dead to rights.

Maybe her Magical girl abilities had just reacted to her panic? It wouldn't be the first time a surge of emotion had caused a Magical backlash. Kyoko could think of a few counterarguments to that explanation, but was too tired to ponder it further as she lay in bed. Yuma's soft breathing had a calming effect and within moments, Kyoko too was fast asleep.

* * *

 **Soundtrack: Sword Art Online OST – A Tender Feeling**

As dawn broke over the city the next day, Kyoko made sure to be out of the Hotel Room before housecleaning or some tourists came into the room and saw them. There had been a tense moment where she'd been sure they wouldn't make it out of the window before someone came in (they'd been about to leave when Yuma had said she had to use the bathroom, why did kids have to wait until the last minute for those sorts of things?!) On the way to Mami's apartment (or at least where it had been the last time Kyoko had seen her) Kyoko had stopped in a Donut Joint (called 'Kremie Krisps' or something like that) for some cheap tasty breakfast.

Yuma was rocking back and forth on her chair as Kyoko came back with the food and some milk to go with the confections. She groaned slightly as Kyoko deposited a pack of carrot sticks on her plate. But then she looked up as Kyoko brought forth the rest of the meal.

"You ever had donuts before kid?" Kyoko asked as she set the food down.

Yuma shook her head, staring at the small box curiously. Kyoko grinned and held the box forward as if presenting a treasure chest.

"Then all me to introduce you to one of mankind's greatest inventions. Behold!" She pulled the lid off the box open as though unveiling an priceless golden artifact. Indeed, the sun shining on the Glazed Donuts seemed to cause them to sparkle and glow with a golden light. Yuma stared, transfixed by the treats, a small line of drool beginning to trail down her chin.

Kyoko allowed her 30 seconds grace staring at the Donuts (mostly because she herself had had such moments during the more, shall we say lean, months of her life) before she snapped her fingers in front of Yuma's eyes to bring her back to Earth. Kyoko divied out several donuts to each of them and the two girls tucked in. They mostly ate in silence, each enjoying the sweet savory treat as the sun crept over the city.

Finally, all the Donuts gone, Kyoko drained the last of her milk jug (she didn't normally drink Milk, but it went well with Donuts, Soda was just too much sugar at once) and looked over at Yuma. The girl was looking expectantly at Kyoko. Her plate was clear of all Donuts, but the carrot sticks still sat untouched.

"Are we leaving Onee-Chan?" Yuma asked.

Ignoring that the girl was still calling her that for a moment, Kyoko looked pointedly at the food still on the plate, "not till you finish that stuff up."

Sure, it was a bit moot to eat something so small for health reasons after downing all those donuts, but Kyoko wasn't completely set on destroying Yuma's eating habits just yet, so she had bought something healthy for her. That way she could tell herself that she was at least trying.

Yuma groaned and shoved the plate away, "but Onee-Chan, Yuma doesn't like that stuff!"

The sight of uneaten food and a refusal to eat it, ignited something in Kyoko and she slapped the table, her eyes growing hard and sharp.

"Don't pass up good food for such a stupid reason! You don't waste food ever, especially for such dumb reasons!"

Yuma stared at Kyoko with wide eyes before bowing her head, Kyoko barely heard her muttered words.

"I'm sorry."  
Kyoko unclenched her fist and put the hand out to tousle Yuma's hair.

"Don't cry. You gotta stop crying at everything! Look I'm not mad, not anymore!" she said half-comfortingly, half-desperately (a few people were glancing curiously over at them).

"But just be sure to eat all of it, okay" Kyoko finished in a soft voice.

A smile broke over Yuma's face and she grabbed the carrots and began to scarf them down, barely managing to get the plastic bag off before her teeth sank into them.

"Slow down" Kyoko said, though she had trouble stopping herself from grinning, "you're gonna make yourself sick if you eat so fast."

A few seconds later, Yuma looked up at Kyoko, smiling brightly, bits of glaze, carrot, and milk covering her face.

"Yuma ate everything Kyoko!"

'Yeah, yeah, I'll give you a medal" Kyoko said chuckling, leaning over with a napkin.

"Look, either eat slower or eat smarter, because I ain't gonna clean your face again Jabba Jr." Kyoko said as she brushed the food bits off of the smaller girl's face. After a few moments, Yuma had grabbed a napkin and, to Kyoko's consternation, had wiped a bit of errant milk off of Kyoko's upper lip.

"There, now Onee-Chan and Yuma match," she said enthusiastically.

Kyoko sat frozen for a moment, not knowing how to react to the invasion of her personal space. Then she smirked and chuckled quietly. As the two got up and left the shop, Kyoko privately admitted that, on the whole, maybe time spent with Yuma wouldn't be that bad after all.

"Onee-Chan" Yuma spoke up, interrupting Kyoko's train of thought. "Where are we going?"

" _Crrrrap"_ Kyoko thought, " _how do I explain it to her?!_ "

"See, uh" Kyoko struggled to find the right words. "There's this girl I used to know who I want to . . . check up on. See if she still lives in the same place as when I last saw her."

"So we're visiting one of your friends!" Yuma said enthusiastically.

Kyoko blinked, "checking up on her" she corrected.

"But she is your friend! Right?" Yuma continued. "Onee-Chan is so cool, her friends must be cool too!"

Kyoko put a hand to her forehead, best put the brakes on this before the girl just ran up to Mami and hugged her out of the blue. Scary thing was, Kyoko wasn't sure she would put it past her considering how Yuma somehow had seemed to develop some sort of hero-worship complex for her. How exactly had she gotten into this mess!?

"No look, she's not my friend anymore" Kyoko said firmly.

"Why not," Yuma asked innocently.

"We didn't end things the best way we could last time I saw her."

Yuma opened her mouth, but Kyoko, in no hurry to answer more awkward questions about how she and Mami had ended their friendship, spoke over her.

"ANYWAY, I need to check to make sure she's still living in the same apartment and since you're sticking with me, you're coming too. So cut it out with the questions and let's go!"

And with that, she walked purposefully forward, Yuma following in her wake.

* * *

Oriko adjusted the telescope she was looking through, searching for the correct place.

"It's straight ahead on one of the upper floors of the apartment building" Kirika said as she tried to direct Oriko's gaze.

Finally, Oriko found them and stared. It had taken a lot less time than she'd thought it would for them to find the Rogue Kyubey unit and she was kind of scrambling for ideas on what to do about it. There were 5 Humans in the room and the one rogue Incubator. Oriko pursed her lips as she took in their appearances and tried to discern other details. Other than their personal appearances she felt like her information gathering abilities were a bit limited from this vantage point. She and Kirika would likely either have to tail a few of the girls or cause a situation that might force them to use their powers. It was too bad that neither she nor Kirika had any stealth based Magical Abilities. They would've come in useful for this sort of information gathering.

As Oriko gazed through the telescope, Kirika lazed against the side of the roof, chomping down on a chocolate bar. She couldn't really do anything from this vantage point and Oriko had said that it was unlikely that the two of them would be getting close enough to the people they were spying on to risk discovery. All in all, didn't look like they'd get to meet anyone new today. In her boredom, she stood up and scanned around, looking for other interesting things to spy as Oriko focused more and more intently upon the group in the building.

Finally, something caught her eye.

"I wonder what those two girls are doing on that roof" Kirika noted with curiosity.

Distracted, Oriko turned to follow Kirika's pointing finger and looked down. She sucked in a breath and her eyes widened.

"Yuma!" She said.

Oriko gaped for a few moments. Then a wide smile graced her face and, with a small sound, she leapt off the building. Her destination was obviously the roof that Kirika had indicated, but she zigzagged, keeping out of sight and not drawing attention from their quarry. Kirika was a bit unsure what to do by her sudden departure. But after a moment, she shrugged and followed. It appeared they were going to meet some people today after all.

* * *

Kyoko frowned as she stared through the binoculars. The apartment complex in front of her was undoubtedly Mami's, she'd know it anywhere. After all she had visited it too many times to count, Heck, she'd even lived there for awhile after . . .

Anyway, she'd perched herself and Yuma on top of another complex a few blocks away that had a good vantage point. It had been a bit of a chore to get Yuma up there (in the end the smaller girl had had to cling to her as Kyoko scaled it, a simple matter with her enhanced physique), but it was a good spot for scoping things out. It looked like Mami had definitely stuck around as Kyoko could see her clearly though the window. She looked like she was moving a teapot off the stove and getting some silverware and cups for people to use. Kyoko rolled her eyes, typical Mami, she always loved to play host, loved to have people around. She felt a tug on her sleeve and looked down to see Yuma holding her own binoculars (Kyoko had managed to 'obtain' two of them) and looking confused.

"Onee-Chan, mine look all blurry."

Kyoko sighed in frustration, "for crying out-, come here."

Kyoko showed her how to adjust the distance setting on her binoculars and then looked back through her own towards the building. Mami had gotten up and was carrying her tray of tea and several other snack foods over towards a table. For the first time, Kyoko looked at the company Mami had. One was a girl with long black hair the reached all the way down to her waist and an expression that seemed frozen in a stoic, almost bored expression. Another was a small girl who looked to be about Yuma's age, with shockingly white hair and a rapturous expression as she stared at the food Mami was bringing over (she seemed to be fixated on the cheese slices, go figure). Speaking of which, Kyoko fished a box of Pocky Sticks out of her pocket and tore them open. She handed one off to Yuma and then looked back through the binoculars.

Kyoko snorted as Mami sat down and handed the small girl a slice of cheese which she rapidly began devouring. Mami held up a finger and the girl slowed down eating, an apologetic look on her face. Honestly, why did Mami waste her time giving food out to people? Kyoko pointedly ignored the sound of Yuma happily munching away on her treat beside her. The next person in the room was a smaller girl who had pink hair and was laughing softly at the white-haired girl's antics. Sitting on the table was Kyubey. Or at least, Kyoko thought that it was Kyubey. It definitely looked like him except for the face. His eyes were larger than Kyubey and were more natural looking, not just red glassy pupil. His mouth was wider and actually seemed to move so that his emotions were easier to pick up on (or was it simply that she could pick up some emotions to start with?)

Kyoko took a Pocky Stick out of a pack and put it into her mouth, chewing on it as she turned to look towards the last person seated at Mami's table. Yuma, who herself had finished her own Pocky Stick and was experimenting with her own binoculars, was alarmed to hear a choking sound coming from Kyoko, who seemed to have doubled over coughing violently.

"Kyoko!" Yuma said, rushing to her side. Kyoko waved her off and, with a great effort, swallowed the bit of Pocky she'd nearly choked on.

"I'm fine" she said quickly. Quickly, she grabbed her binoculars and jammed them back into her face. For a moment she was confused on why everything looked like it was at the end of a long tunnel, then she hear Yuma giggling.

"Onee-Chan, you told me not to hold it like that." Yuma's hands gently grabbed the Binoculars and flipped them the right way around. Kyoko blushed slightly, then resumed looking through them.

"No way" she said after a few moments staring, her eyes wide and her voice disbelieving.

"Sayaka?!" Kyoko finished off.

It most definitely was the girl from her dream. Same blue hair, same blue eyes, same confident expression. Kyoko felt distinctly unnerved. She'd chalked Sayaka up to being some sort of personification for lingering unsolved issues she'd had with her family and Mami that had just sort of manifested in her dreams (or at least, that had been her excuse). But somehow, it was far weirder to realize that she'd had a dream about someone, an extraordinarily clear dream that she mostly remembered to boot, and then found them in real life.

With what felt like another thunderclap, she suddenly realized that she recognized the black haired girl as well, she was from her first dream about a week ago, she'd definitely been there. Some vague part of Kyoko also said that the pink-haired girl was somewhere in the mix and, maybe the white-haired girl too.

" _I just came back because I wanted to eat cheese again!_ "

Kyoko grunted, why the heck had that phrase just suddenly popped into her head?

Anyway, one thing she was sure on was that the Kyubey thing on the table wasn't familiar to her at all. Though, that just meant that it was a mystery of another flavor, wasn't it?

Kyoko put a hand to her forehead and groaned quietly.

"Oriko" Yuma's voice cried out brightly and happily.

Distracted, Kyoko turned around.

Yuma was running across the roof towards two people who'd apparently managed to arrive there while Kyoko had been busy watching Mami and co. They were definitely Magical Girls, or very dedicated cosplayers, but Kyoko doubted that. There was little other way for them to get up here in their current getup without being Magical Girls.

The one girl was tall and blond, with her long hair tied in a ponytail that was placed off center to the left of her head (Kyoko also noted snidely that she was possibly on par with Mami when it came to . . . certain bodily assets). She was dressed in a long white and very frilly dress that was capped off with a conical hat that almost looked like a round cake.

The other girl was almost the polar opposite. Her costume was predominantly black, with lines of white running down her sleeves. She was wearing what appeared to be a black longcoat over a white undershirt, black skirt, and biker shorts underneath those. Two belt-like frills streamed off to either side of her and her legs were clad with high white leggings and long black boots. Completing the picture was the girl's short black hair, orange-golden eyes, and a black eye patch which covered her right eye.

It was a rather nice outfit Kyoko admitted privately to herself, at least as far as Magical Girl outfits went. She'd never part with her own costume, but she could appreciate class when she saw it. However, she tensed slightly as Yuma ran up to the two. Meeting between Magical Girls were unpredictable. More reasonable ones could agree to stay out of each other's ways and share or carve out adjacent territories. But there were others who tried to violently eliminate competition and Kyoko didn't know which group these two belonged to.

Yuma, however, knew none of this and indeed was smiling as though she knew the girl in the white dress.

"Oriko" she said excitedly as she ran up to the girl before Kyoko could stop her. Oriko smiled, a bit of a relieved expression on her face as she knelt down to take Yuma's hand.

"Wait, you two know each other?" Kyoko questioned confusedly as she looked between the two. Yuma nodded vigorously as she clasped Oriko's outstretched hand in both of her own.

"Ms. Oriko let me join her in a picnic once. She was really nice and made Yuma feel good inside!" Yuma said brightly.

Kyoko's eyes narrowed slightly as she looked at the girl in white.  
"And did she mention that she was a Magical Girl when she met you?" Kyoko said in a slightly suspicious voice.

Oriko's gaze became rather cool as she looked at Kyoko, "do you make it a habit of telling strangers that you're a Magical Girl?"

Kyoko looked to the side, seeming to acknowledge the point.

Suddenly, Yuma found herself seized from behind by the armpits and twirled around so fast that the world became a blur. A bright, peppy voice sounded from behind her.

"Aaaaaww, you are just so adorable! And you already know Oriko! Please Oriko, can we keep her!? Please, please, please!?"

Yuma, who was starting to feel a bit queasy, suddenly felt herself stop as Kyoko grabbed the offending hands holding the little girl. The redhead's face was hard as she glared at the girl who had just picked Yuma up. Then Oriko's voice, with a definite undercurrent of amusement floated towards them.  
"She's not a doll to be bought Kirika, and you'd better put her down if you don't want her to throw up on you."

Yuma felt herself get released and she dropped to the ground. She stumbled a bit as she stood and Kyoko helped steady her. Once she was sure that the young girl was alright, Kyoko returned to looking suspiciously at the other two Magical Girls.

Oriko was glancing between Yuma and Kyoko, as though trying to decide something. Seeming to come to a decision, she looked at Kyoko and smiled faintly.

"It's common courtesy to give names, isn't it," Oriko said mildly. She bowed slightly.

"My name is Oriko Mikuni, a Magical Girl just like yourself. And my friend here, "she swept a hand towards the other girl who struck what she clearly thought was a grand pose, "is named Kirika Kure, my partner and another Magical Girl."

There were a few moments as the three girls looked at each other and Yuma alternated between looking at each of them in turn.

"Name's Kyoko" Kyoko finally said, as though she'd rather not be revealing her name.

"It's good to meet you Kyoko" Oriko said with a smile. "I must say I'm grateful you took it upon yourself to look after Yuma. I was worried for her after meeting her and thought that she'd possibly been eaten by a Witch."

Kyoko snorted, "almost did, but I got it before it managed it. Still got her parents, though that's no loss."

Oriko's eyes had widened slightly as Kyoko confirmed how close Yuma had come to being killed, but then was silent for a moment, seeming to look at Yuma to gauge her reaction. When Yuma didn't react with anger to the words, she nodded, then looked at Kyoko, a frown on her face. Her eyes alternated between the redhead and the apartment behind her that Kyoko had been spying on a minute before. Kyoko noticed this and her frown grew deeper.

Finally, Oriko seemed to decide that, as Kyoko didn't seem eager to volunteer more information, she'd have to get it herself.

"Are you here to get information on them?" Oriko gestured to the window of Mami's apartment as she spoke.

Kyoko's eyes narrowed yet again.

"What's that to you?" she asked, rather aggressively.

"There's a possibly volatile individual that's made common cause with those girls, an individual that I'm very interested in observing. Perhaps if we pooled our resources, we could both learn whatever it is we seek" Oriko suggested mildly.

Kyoko frowned.

"I don't work with others" she said aggressively. "They just wind up holdin ya back and getting on your nerves!"

Oriko accepted this statement, though it was clear that she didn't really agree with it. She simply shrugged.

"Still, it wouldn't be for long, just until we have what we need. And in the meantime, it would ensure we didn't end up getting in each other's way while hunting for Grief Seeds. My friend and I are perfectly willing to split the town between us for the time being. First come first served for the Witches and the spoils. Is that to your liking?"

Kyoko looked more agreeable, if only just. She nodded slightly as she put a hand to her chin. She had come here to try and get some more info about the weird girl in the dream that she'd had, and Mami as she'd been a part of it. Now she had several other people that she needed facts on and more questions in addition to the ones she'd already had. Partnering up with someone might make the whole process easier, though she'd have to talk a bit more before agreeing to anything.

Kyoko nodded again idly. But then she seemed to remember something and she turned to look at Yuma. She looked back at Oriko, her eyes narrowed.

"Yuma," she said clearly, and the little girl looked up at her. "Stay here for a sec."

"You," she pointed at Oriko, then jerked her head to the other side of the roof. Oriko nodded and both of them walked over there, out of earshot of Yuma. Once there, Kyoko put a hand on her hip, her eyes narrowed and slightly dangerous looking.

"The deal's good and I'm willing to talk about giving it a shot so long as you keep up your end of the bargain. But one thing. I don't want Kyubey knowing about Yuma."

Oriko felt herself nod almost instinctively. She'd been supremely relieved to find out that Yuma was alright after her visions had shown the little girl dying at the hands of her abusive mother. She was also bit more predisposed to be friendly to Kyoko as it seemed that she'd been taking care of the little girl since her parents deaths.

"You don't want her to have our lives," Oriko observed mildly.

Kyoko snorted, "don't get me wrong, it's less competition too, but honestly, would you want her to live our lives?"

Oriko shook her head solemnly, she would wish their fates on very few people, least of all Yuma. The point settled between them, the two girls strode back over to Yuma and Kirika, who had been chatting animatedly. As they reached them, Yuma, who had apparently been thinking hard while the conversation had been going on, looked up, her face excited.

"We should have a picnic together" Yuma said brightly. Kyoko and Oriko glanced at each other, rather sardonically. It was obvious that neither was too keen on the idea of having a picnic with the other, but that they didn't want to outright squash Yuma's innocent suggestion.

However, Kirika was of a much different opinion and her face broke into a beatific smile.

"Yuma, you're a genius. We can all meet at that park with the big isolated hills (so no one will bother us and we'll have the best view) and we can eat to our hearts content!"

Yuma looked delighted, "and Kyoko and me can bring snacks and candies!"

Kirika was positively vibrating with happiness as she added in her next suggestion, "and I could get Oriko to make some cake! I've tried some of it and let me tell you, you haven't lived until you tried her cake!"

Kyoko and Oriko glanced at each other, both wearing the same half horrified, half resigned looks.

"They're not gonna give up on this, are they?" whispered Kyoko with a sigh as the two others droned on about all the foods they were going to bring to the picnic.

Oriko giggled a tiny bit before sighing on her own, "no, I don't think so."

Catching sight of Kyoko's face she smiled slightly, "cheer up, it may not be how we wanted to spend the time, but we've probably gained as much information as we can from watching them through a window." At this, she jabbed her thumb back towards where the group of girl's they'd been watching had been.

"And besides, this might be a good chance to go over what we' know and determine the terms of any alliance we might make."

Kyoko heaved a deep sigh from her gut. It could not be plainer that a picnic under the warm sun on a beautiful day was about the most boring thing she could think of to be doing with her time. But then, as Yuma turned to her with her young eyes shining, Kyoko's gaze softened.

Wondering when she had gotten so easily to manipulate by the small girl, Kyoko said, "fine . . . let's have a picnic."

* * *

 **Soundtrack: Sword Art Online OST – Weird Place**

Some distance away, a stray cat was nosing about, looking for scraps of food for its next meal. Its ears perked up as it seemed to catch the smell of meat emanating from a nearby culvert, though it did smell a bit rotten. Still, food was food, and it wouldn't be the first time it had eaten some foul things to survive.

The cat lithely leapt up into the pipe following the scent of meat further and further into the darkness. However, as the pipe opened up into a large area, large enough for men to move through, it started to get a bit twitchy. While it could be put down to all the stuff that regularly got dumped into a sewer, the scent of rotting meat was getting stronger. Even aside from that, even the Cat's instinctual fight or flight instincts were starting to sense that there was something about that was better to avoid altogether.

However, as it peered around in the dark, there was a sudden squelching noise and several tentacles moved out of the shadows. Faster than the cat could react they fastened around its limbs and dragged it back as it half-growled, half-squealed in fear. A few seconds later, its cries were cut short as several large crunches were heard, as though something were chewing on a particularly bony piece of meat.

A few seconds later, after the rather disturbing noises had ceased, the source of the sounds moved forwards towards the culvert that the Cat had come in from. The glistening rotted meat and teeth that formed its blobby body undulated as it moved. Fur and bone fragments fell from it at random as the various mouths formed and were swallowed up on the mass of flesh that formed its body.

Saya stopped by the pipe and extended her senses. While she didn't have eyes in the traditional sense, she had equivalent systems that worked just as well, if not in the same way as human sensory organs. She could sense that it would be night soon enough and it would be relatively safe for her to find a path to the building Fuminori had told her was his home.

The creature shifted slightly, as if in pain. Indeed a large blackened burn mark seemed to mar the surface of her being, she was taking great care to keep that part of herself from coming into contact with the hard concrete. That small white creature had made her burn, so horribly and painfully. She shouldn't have tried to eat the smaller human, but she'd been restraining herself for so long that she'd lost control for a second. She wasn't sure if she would've followed through with it or just killed the girl to stop her from talking about what she'd seen. For one thing, Fuminori might've been unnerved by her eating the girl and Saya didn't want to scare him, on the other, she hadn't really tasted Human meat yet. Cats and Dogs and other small animals could sate her, but a part of her was curious what the dominant species of this reality tasted like. Perhaps she could prepare a meal for herself and Fuminori once she made it to his house.

Fuminori . . . Saya felt a foreign feeling thrum through her (Fuminori had called her a "she" and it had felt appropriate, so she'd gone with the pronoun). It felt strange to have a wish for someone else to not hurt, to be safe. She'd first felt it vaguely with Dr. Ogai, but now felt it even more strongly with Fuminori. She had felt the strange worry for a bit that Fuminori would be unsafe with the small white thing that burned her. But given that the white thing had acted to protect the female human (though it had almost seemed to be a mutant of sorts, something was off about it Saya had been able to sense), so Saya was reasonably sure that Fuminori was safe from harm.

For a moment, Saya's thought drifted back past her time spent with Dr. Ogai. Even further to the days before. She shuddered violently and wrenched her thoughts away. She had escaped and she was never going to go back, she'd die rather than go back. She and Fuminori would be each other's balm in this cruel world and eventually their children would make it better. Together their children would liberate this world from its rotten ugliness and they would help all the poor people who were still bound to their useless forms. She would also eat a few probably.

For a moment, she puzzled over the last statement, how could she help them and eat them too? What's more, she loved Fuminori and yet she thought of the rest of his kind as being useless in form. The conflict raged within her with no answer for several hours. However, it vanished as her diseased mind noticed that night was beginning to fall. She moved towards the entrance to the sewer, careful to choose a spot that would be near devoid of people. While she might be insane by any reasonable standard, Saya wasn't stupid and knew that she needed to avoid close scrutiny if she wanted any sort of peace with Fuminori.

Finding a deserted park, she slid the sewer entrance back and squeezed outside. Then she set off across the city. She kept to the shadows and the deserted alleys and let the human's sixth sense scare them from her path. She moved quickly.

Her love expected her at home after all.

* * *

 **Author's Note:** **And once more did this chapter turn into a monster. My excuse for why it took so long to get this one published is that the first four chapters were basically already written by the time I started publishing this fanfic. Also, mid-writing and due to conversations I had with my reviewers, I had a bit of a brainwave which resulted in the restructuring of this plot so that it barely resembles the original plan. This is a good thing in my opinion as the original was basically just, "Kyoko arrives and after some hijinks is accepted into the group." However, due to these changes, I took a bit of a dive into the world of the Madoka Magica Manga's and came out with Oriko Magica and its characters. I think that their addition to the story will be interesting and hope that I do them justice.**

 **I was originally going to work everyone into this chapter with switchiing viewpoints, but eventually found that, for this chapter at least, it made much more sense to simply go over Oriko, Kirika, Yuma, and Kyoko's 'origins' as it were before they truly get involved with the main characters. Though fear not, this is still leading towards the main plot of the story.**

 **I also think (and hope) that you'll enjoy where the story is going to go. Our characters are in for interesting times for sure in this story arc and the next, and eventually Walpurgisnacht.**


	6. Readjust, Train, and Plan - Part 1

**Author's note: Note much to say. Hope you enjoy!**

* * *

 _ **Soundtrack: Puella Magi Madoka Magica OST - Quamobrem**_

Homura opened her eyes. She blinked.

She didn't feel normal. She frowned as she stared at the bleached white ceiling of her room. A quick glance around told her that Key was not around, still sleeping on the couch in her living room no doubt. Her frown deepened as she struggled to define what she was feeling and why. She cast back to the unusual events of the previous day. Then, after a few moments, she had it.

She hadn't thought they were all going to die.

"They" in this case being the main group (as in Mami, Sayaka, Madoka, and probably Kyoko) as as she'd come to know it throughout her time looping. Perhaps another reason why she'd woken up feeling so was because she hadn't actually had any of her usual litany of dreams or memories-dressed-up-as-dreams that involved her failing Madoka.

Now that she figured it out, the crushing weight of the impossibility of their fates came crashing back down on her. It was a weight she was well used to. Still, as she shifted in bed and put her feet over the side, pressing to the cold floor, she had to admit that she couldn't really remember the last time she'd felt free of the responsibility she'd taken on herself. To be fair, it wasn't as though she'd had much reason to hope for them all to get through it. Depressingly enough, the first loop through when she hadn't even been a Magical Girl had probably been the closest they ever got.

Homura scowled, such thoughts wouldn't do her any good, no matter how much she might want to indulge in them. She stretched and felt the stiffness and kinks in her body loosen. Then she headed over towards her dresser. She did at least have something to distract herself from dark thoughts today, she mused as she changed from her pajamas into her regular clothes. It was a Saturday, so no school, and besides the group was meeting again today to further discuss matters. Some things had been left unsaid last night that she desperately wanted to know, like just what happened while Mami had been incapacitated, as she'd indicated that something had happened.

Homura froze as she pulled on a shirt that she'd pulled out of her buckler (she tried to be prepared for anything). After a moment, she finished pulling the shirt on as her mind whirled. Mami knew what Witch's truly were. She knew. Well, that wasn't so surprising actually, it's not like she never found out in any of the earlier loops, its just that after Homura stopped deliberately telling her, the odds of her finding out dramatically decreased. What was surprising, very very surprising to the raven haired girl, was that they had gotten through the entire conversation without Mami once trying to deliberately off either herself or Homura. She'd been ready for it, expected it even. She'd warned Key that girls like Mami broke when they got information that shattered their preconceptions.

And she hadn't. Had she? Did she break? Homura wasn't even really sure. Perhaps it was that her breakdown hadn't followed the pattern that Homura was familiar with. Oh Mami still had entered the death spiral of despair that she nearly always did, but the spiral had immediately been contested and halted by her friends, Key especially. And she hadn't succumbed, she pulled through . . . for the moment at least.

Homura shook her head. She wasn't delusional enough to think that this would be the end of Mami's attempts to shield herself from unfortunate truths, nor that the trauma that came with realizing that you were made to become the same monster you were told to fight, would vanish. But it was above and beyond any reaction she'd had that Homura could remember from having that bombshell dropped on her (would Witchbomb be an appropriate name)?

It came back to Key she supposed as she unlocked the door to her room and strode out. The creature itself was laying sprawled on a couch, legs in the air almost like a dog. Furthering the comparison, his legs twitched, moving back and forth as though he was dreaming about running through a forest. Maybe he was.

A small smirk, more a twitch of her lips, graced her face for a moment before Homura caught herself with a tiny internal start. After a moment's belated introspection, she strode over and gave Key a hard prod on his head.

His eyes blearily flickered open, taking in her face. Then he rolled over playfully.

" _Just five more minutes."_

Homura stared, then she heard Key snicker.  
 _"Isn't that what human's say when they want to sleep some more? I was actually having a good dream this time!"_

He hadn't been having good dreams? He had dreams? Homura wasn't aware of this, though she hadn't really asked. She waited as Key flopped over and groaned slightly.

" _I feel all stiff. I don't know if I never felt stiff before, or if I just ignored it. How do you all handle it?"_

Homura stared at him, then recalled what she'd done just a minute ago.

"Try stretching."

Key did so and let an unnecessarily loud and almost orgasmic sound of pleasure as he felt the kinks work out of his muscles. He looked remarkably like the cat he was made to resemble as he stretched.

" _Sleep is weird"_ Key said casually as he hopped off of the sofa. " _I thought I was breaking down the first time I started feeling sleepy."_

"I see," Homura said noncommittally. After a few more seconds, she spoke again, "so you don't need to sleep."

Key scowled slightly, " _Kyubey doesn't, no."_

They lapsed into a bit of an awkward silence. Neither really sure what to say next.

* * *

 _ **Soundtrack: Puella Magi Madoka Magica OST – Mother and Daughter**_

There was something soft and warm in her hand as she was cradled in soft and blissful contentedness. For a few precious endless moments she sat, satisfied with only the slow breathing of her body for movement, her mind blissfully quiet.

But eventually, as all must do, Mami eventually began to return to consciousness. It was a slow process and not one she was eager to hasten. She hadn't had any beautiful dream to restore her hope, nor had a fond memory of happier times been revisited. But instead, after comforting Nagisa back to sleep, she'd simply slipped into a peaceful state of rest in which there were no responsibilities on her. No one to save with no thanks, no one to mentor who would resent her, no monsters to betray her trust and turn her into a monster herself.

Mami shook her head slightly, breathing in deeply and then blowing the air out through her nose slowly as her eyes started to prick open. She blinked and looked around. The sun was starting to rise as evidenced by the golden-orange light painting the walls in front of her. Once more she registered the comfortable, _living_ warmth that filled her hand and looked over to see that she was still caressing Nagisa's head. A small smile worked its way onto Mami's face. She would call Nagisa cute at nearly all times, but sitting here watching her sleep, with Mami's hand caressing her head no less, Mami didn't think she could think of a better way for Nagisa to look more Moe.

After a few minutes of allowing herself to gush internally at the adorableness of the white-haired girl sleeping in her couch, Mami reluctantly removed her hand from Nagisa's head and gently eased her way off of the couch so as not to disturb the young girl. Mami looked at the younger girl for a few more moments before she reluctantly turned and headed towards the kitchen. She was hungry and no doubt Nagisa would be as well when she woke up.

Mami set about making breakfast. She worked fast and soon the delicious smell of steamed rice and Salmon were drifting through the apartment. Mami hummed as she worked, a simple lighthearted theme that she sometimes played in her head. After a few minutes she heard a soft yawn and turned to see Nagisa beginning to sit up while stretching.

"Good morning Nagisa" Mami said cheerfully as she tended the food. Nagisa looked over at her blearily, her eyes that were both the colors of orange and yellow, slightly unfocused. She was blinking heavily as though trying to clear the fog of sleep out of them.

"Mami?" Nagisa's voice was tentative. Mami smiled at her, but, as Nagisa finally properly saw her, the little girl's face fell. This confused Mami for a few seconds before she realized something, and it wiped the smile off of Mami's face in an instant.

'Mommy,' not 'Mami.'

Nagisa's expression seemed to droop. She looked down and curled up on the bed, hugging her knees to her chest. Mami barely caught what she said next.

"So it wasn't a nightmare."

Mami threw a quick look to determine that she could leave the food on the stove safely alone for awhile before she strode over and sat down beside Nagisa. Cautiously, she put a hand out to touch the white-haired girl's shoulder. At the touch, Nagisa leaned over and burrowed into Mami's side, as though trying to absorb the warmth out of her.

"I thought maybe," Nagisa said tonelessly, "that mo- . . . that mo- . . . that mommy dying and me being a . . . a . . ." Nagisa shuddered slightly. ". . . a Witch might've just been a part of my nightmares last night."

Mami sighed and placed her arms around Nagisa and hugged her tightly. She didn't know what to say. Nagisa was an orphan and had gone through several highly traumatic events. Mami knew how much of a wreck she'd been post her parents death. She'd felt so alone then. So what should she do, what _could_ she do for Nagisa to help her?

Well, thinking back to herself, she'd been more lonely than anything else (still was in fact), so what could she do for Nagisa. Assuming she was suffering from the same thing.

Be there for her.

Not a fast or easy thing, but perhaps the most effective. Mami laid her head on Nagisa's and held tighter still as the girl shivered against her. They stayed like that for about a minute before a sizzling sound reminded Mami that there was food that might burn if she didn't attend it. The noise was so sudden and alarming that both girls sprung apart instantly and Mami hurried to tend to the food. Nagisa followed more slowly, watching Mami as she attended the kitchen with deft skill (after all, she had to cook for herself a lot since she lived alone).

Realizing that she needed some seasoning for the fish, Mami strode over to the seasoning cupboard. Opening one of the doors, Mami made to root around for them but then she froze. The item in question sat right in front of her and they were in a black container.

Black.

Mami blanched.

Black like Charlotte had been. Black like the cloying darkness that had engulfed her as Charlotte had clamped its jaws around her neck. Black like a corrupted Soul Gem, covered in dark grief, so lost to hope that it lost its shine forever to grief. Blackness like-.

A hand touched Mami's lower arm and she started slightly. Nagisa was looking up at Mami with wide eyes. It appeared that she'd been staring at the black pepper container for a bit of time. Mami gave a tremulous smile and then, forcing herself to ignore the twisting in her gut, grabbed the pepper container. Then she turned to Nagisa.

"Would . . . would you like to spread the pepper on the Salmon Nagisa."

" . . . Okay" Nagisa said quietly, a bit unsure but seemingly happy for something to do. Mami passed the container over and thankfully, Nagisa didn't seem to have any problems handling it. She carefully shook the container and bit by bit, black peppers came out and fell onto the salmon. After she had finished, Mami took the pepper and deliberately put it back in its place and closed the cupboard, sighing slightly in relief.

The rest of the food preparation continued and finished without much fuss and soon both girls were sitting down and eating a delicious breakfast. Nagisa especially looked to be enjoying the food, which made Mami suspect that she'd gotten sick of hospital food, assuming that she'd been at the hospital for an extended period of time.

Thinking about that, Mami had to acknowledge that she really didn't know much about Nagisa and that it might pay to get to know some more. It certainly wouldn't be a pleasant subject to discuss, but if she had any family that might be searching for her, or even potentially help look after her, then Mami might want to look them up.

Well, no time like the present.

"Nagisa," Mami said as she chewed on some fish, "what were you doing in the hospital in the first place?"

The younger girl looked up and her eyes had turned heavy. Mami squirmed but held her ground.  
Nagisa's lip quivered slightly as she answered. "Mommy took me there when she couldn't stay at home anymore. They all told me that they just needed more time and that Mommy would be alright. But she never got better. I could tell that they were lying to me."

The white-haired girl's eyes were damp as she continued to talk, "then, a few days ago, Kyubey showed up. He acted nice and talked to me and I thought he was listening. Not like all the other people in the hospital. Then he asked me if I had a wish that I wanted to make."

Mami wished she could say that she was surprised, but she knew that Nagisa had had to meet Kyubey at some point in the story.

"My mommy and I had loved to eat Cheesecake together, so I wished for one last wheel of cheese so that we could eat it and be happy together."

Mami looked sympathetically and reached a hand over to Nagisa's shoulder as the younger girl sniffed loudly. "It's alright, it wasn't your fault she died."

"But it was!" Nagisa said desperately. "I wished for something selfish when I should've wished to save her! It was nice while we were eating the cheese, but one we finished, Mommy di- . . . Mommy di- . . ."

Mami shook her head understandingly. "Well if you think that your responsible for your mother dying, then I'm even more responsible for my parents dying."

Nagisa looked up, her face confused."What do you mean, Mami?"

Mami sighed very deeply.  
"When I got my wish, I was in a car wreck. Kyubey found me the wreckage of my parents car. They were already dead and I was dying and so scared. He offered me a wish and I panicked. I wished to 'connect to life' when I could've wished to save myself and my parents."

Tears pricked Mami's eyes and she looked down. Nagisa grasped at Mami's hand that was on her shoulder and both girls stared at each other.

"It's alright Mami," Nagisa said quietly and Mami smiled slightly. Both girls stared at each other for a few moments and then reluctantly continued eating.

Wanting to find another subject to discuss, Mami cast around for another topic to talk about and her mind fell to the meeting they had all agreed on the last night. However, as it was Saturday, Mami thought that it might be even better to preempt the meeting with a training session in order to try and gain an understanding of the powers and usability of all the Magical Girls and Beings on their new team.

Mami already had a good place in mind for them to meet. It had worked well as a training area for Kyoko due to its isolated nature and abundance of junk to practice on. Even so, if she wanted o set the practice session and later meetings up, she should probably get to it now.

"So Nagisa," Mami said in a bit of a businesslike tone. "I think that the first thing we're going to do today is meet with the others so that we can test out their powers and see how well we fit together and coordinate as a team."

"And me" Nagisa said abruptly."

"Huh?" Mami said in slight confusion.

"Me too" Nagisa said as though what she said was the most obvious thing in the world. I have to learn how to use my powers too Mami."

Mami considered this. She wasn't sure she wanted to bring Nagisa along on the sorts of Witch hunts and dangers that were part and parcel of Magical Girl life. But then again, to not teach her might be a greater danger. If Nagisa didn't want to become normal again, she was a part of this, and it would be a more dangerous thing If she tried to use her powers without the slightest clue of how to handle them. No, it was probably better to include her, at least in the basic sense, in their training sessions.

"We should probably call the others and let them know where we want to meet" Mami said shortly as she prodded Madoka and Sayaka mentally, deciding to start with them first.

" _Madoka . . . Sayaka?"_ Mami called, reaching out telepathically to the two girls who'd been at her side for the past few days.

" _Hello Mami"_ came Madoka's chipper response. It was followed by a long drawn out groan in Sayaka's voice that Mami could only smirk at.

" _I will assume from that bright and cheerful sound"_ Mami said in an overly peppy voice (Madoka giggled and Sayaka huffed over the mental link) " _that you are both up and about and ready to take on a new day. To start the day off, I was thinking that we could meet at the old abandoned industrial district so that we can do a rundown of each other's powers and see ho we can work together accordingly."_

" _Mami"_ Sayaka said in a flat voice, _"we're not Magical Girl's, we don't have any powers."_

" _True"_ Mami agreed, " _but you are still involved with this, and besides, I was thinking that we could meet back at my apartment afterwards for food. We're still friends after all, right?"_

" _Of course we are! Thank you Mami"_ came Madoka's voice, sounding touched.

Mami smiled and gave them both instructions on where to go. Then she closed the link.,

" _And now for Homura and Key_ " Mami thought as she mentally reached out to the two in question.

* * *

The awkward silence between Key and Homura was broken as Mami's voice suddenly reached out to them.  
" _Good morning Key."_

" _Good morning Mami!"_ Key's voice was eager as he straightened, his eyes lighting up.

"Mami seemed to give a chuckle , telepathic though her voice was.

 _Good morning Homura."_

" _Hello"_ Homura said, sounding quiet and withdrawn even within the mental link binding the three of them together.

" _And how are both of you feeling this morning?"_ Mami asked mildly.

" _Great! I'm up and ready to get the group back together again!"_ Key said exuberantly.

" _I'm well enough."_ Homura said simply.

There was a short pause, then Mami spoke again. " _Well that's good. Anyway, Nagisa and I were talking, and we think that it'd be good if we met together to practice our powers together. If we're going to work as a team, we need to know each other's strengths and weaknesses. Nagisa just needs practice and training overall anyway."_ For a moment, Mami's voice seemed to grow slightly nervous. " _I mean, a part of me doesn't even want her to take part in any fighting. She's so young after all. But if she's determined to stay a Magical Girl, then she should at least be taught how to properly use her powers."_

" _I see"_ Homura said simply.

" _I think it's a good idea"_ Key said, smiling as he said so.

" _Good,"_ Mami said brightly, " _can we meet in the old abandoned industrial district? It's easy to find and I've already told Madoka and Sayaka where to go."_

Homura stilled for a moment, her posture going stiff for a moment before speaking up. Her voice carried a slight edge to it " _they shouldn't come to watch."_

Key cocked his head at her, " _why not?"_

 _"Yes Homura, why not?"_ Mami also asked mildly.

Homura stared down at Key, a shade of her old cold stare returning for an instant. Key hadn't noticed when it had vanished, but he was reminded why he disliked it now.

" _They aren't Magical Girls"_ Homura finally said. " _Given what's been revealed to them and us about being Magical Girls, it would be safest for them to simply step out of our world."_

" _Perhaps,_ " Mami said slowly. " _But given what we know about them Homura, would you really expect them to willingly step away and never look back? Would Sayaka stand for simply being dropped when the going gets tough? She'd take it as an insult to her. And do you think Madoka would care so much about herself that she'd stop caring about and helping all of us?"_

There was a long silence in which Key squirmed slightly. Then Homura released a soft breath and said in a voice that just sounded more tired than anything else, " _no . . . no I can't expect them not to try and get involved. Nor would Kyubey leave them alone."_

" _So,"_ Key cut in, causing Homura to focus back on him. _"Best option for now to keep them from becoming Magical Girls is to keep them informed, but that includes all the hardships and troubles we face and make sure they know that we neither want, nor need them to become Magical Girls."_

Homura nodded after a moment and, through the mental link, they felt Mami give her assent as well. A few moments passed, then Key spoke up.

" _Well, shall we all set out and meet up at the training area?"_

Homura and Mami agreed and, after only waiting a moment for Key to hop up on her shoulder, Homura started walking.

* * *

Madoka and Sayaka's parents were happy that their daughters were making new friends, but they were slightly concerned that these friends seemed to like to stay out extraordinarily late. Still, they didn't stop them when the two girls in question mentioned that they were going our to hang out with those friends right after breakfast. It was a Saturday after all so it wasn't like they were skipping school.

Sayaka and Madoka met on the road that they normally took each morning as they walked towards the place Mami had shown them. Both were quiet as they strode along. The previous day had been far more than either of them had bargained for and the revelations that they'd had dropped on them were still sinking in.

In time, Sayaka spoke, "so . . . I wonder what we're going to do about Nagisa."

Madoka blinked, then nodded sadly, "I hadn't thought of that. I guess she's an orphan now, but she's all wrapped up in this Magical Girl's and Witches stuff. If she were normal the best thing to do would be to try and get in contact with the authorities and let them look after her. But I don't know if that's an option right now."

Sayaka's brow furrowed, "but what's she gonna do when we go back to school? Mami has school too and it's not like we can just ask her to hang out unsupervised in Mami's apartment all day for the whole week."

"What if Key looked after her?" Madoka suggested. Both girls thought on this for a bit.

"I don't know," Sayaka said after a few moments. "I'm not sure he wants to be away from Homura, or Mami I guess. Maybe he's worried that Kyubey'll hunt him down if he's alone."

"Would Kyubey really do that?" Madoka asked quietly.

Sayaka lightly threw up her hands, "I don't know. That little furball gets harder to understand the more I hear about him. But even if he wouldn't go after Key, I don't know if he's qualified to look after someone like Nagisa. We might need someone experienced with looking after little kids."

"Yeah," Madoka said somewhat sadly. Then she looked up as a light bulb seemed to go off in her brain. But a second later her face fell as she thought about it. She opened her mouth, and then closed it a few times. Finally, she seemed to gain the ability to speak again as she made a suggestion.

"Uh. Maybe my dad could help, he always said that Tatsuya needed another playmate?" Madoka suggested timidly.

Sayaka put a hand to her chin, "yeah, that might work. We'd need to come up with a good excuse, though of course, I'd have to give it, since you always get nervous and sweaty at the thought of anything close to lying."

"Sayakaaaaaaaa" Madoka said in a pained voice. The blue haired girl smirked and lightly punched her friend's shoulder.

"C'mon Madoka, you know I'm just teasing."

Both girls giggled a bit, then lapsed into silence.

"It might work for a bit, but we'd probably have to come clean sometime soon that Nagisa's an orphan" Sayaka mused as she kicked at the sidewalk. "I can't really see how we can look after her without either one of us dropping out of school or Key doing it. None of us are grown-ups and can't spare the time."

Madoka's face fell, "I wonder what the people who looked after her at the hospital are doing now. They're probably really worried."

Sayaka's face stuttered, "hey yeah, maybe we should ask around the hospital and see if anyone was looking after her after her mom died. Maybe they could help us."

 _ **Soundtrack: Madoka Magica Portable – Justitia Materia Sayakae**_

Madoka nodded and both girls broke into a jog, eager to get to the meeting place as soon as possible. As they passed nearer to some apartments, Sayaka heard a new set of footsteps and looked to her side. She nearly leapt out of her skin as she saw Homura walking alongside her barely a foot away, Key perched on her shoulder.

She jumped back, nearly tripping over, "where'd you come from!"

Homura arched an eyebrow, "I walked here."

Sayaka spluttered as Madoka put a hand to her mouth to muffle her giggle. Key gazed reproachfully at Homura, while trying to keep his face straight.

" _Now Homura, that wasn't very nice."_

Homura shrugged, then walked forward. After a few moments, Madoka followed. A few seconds after that, Sayaka, grumbling under her breath, followed as well.

The path to the industrial park had them take a train for most of the way. Sayaka had questioned whether or not it would be running at that time, but Homura had been confident that there was a train coming within a few minutes, and indeed there had been. After riding it for awhile, she'd shown them off and they had only had to walk for about 5 minutes before arriving at a disused overpass. At the entrance, Homura halted, gazing around as if something about the place was familiar to her. Her eyes lingered for a moment on several metal barrels and apparently empty oil drums.

Madoka and Sayaka moved up beside her and spotted Mami further ahead. She was in front of Nagisa and the two were chatting animatedly. Then, Nagisa saw them and waved enthusiastically. Mami turned and smiled, beckoning them forward.

"Hello Mami" Madoka and Sayaka both said. Greetings were exchanged all around, then Mami put her hand to her chin contemplatively. She looked at each of them in turn, lingering on Homura and Nagisa before speaking.

"Perhaps we should start with a rundown of each of our abilities" Mami suggested mildly. Homura's brow contracted, but Mami smiled at her anyway.

"If we are going to train together to defeat Walpurgisnacht, then we need to be able to coordinate as a team. If we want to do this, we're going to have to know what we each can do and how to apply them as a group."

Another moment's silence passed before Key spoke up, _"I guess I'll go first. My abilities mostly have to do with manipulating energy and, to a certain extent, emotion. I also have a few powers leftover from some contracts I made after my last . . . 'reset' for lack of a better word. The most notable is probably the one you've already seen, which was mental abilities and the power to see and experience memories."_

Key looked slightly uncomfortable before he took a breath and continued speaking, " _I also can heal most wounds and my telepathy can help with mental problems. It kinda comes with the territory of knowing how to alter people's bodies and pull out their souls so they become Magical Girls and vice-versa. That's also how I'm a bit tougher than you might think. I'll still take damage, but I can heal most of it unless it hits my brain . . . probably. I'm not sure if I could heal from that so let's not try it out."_

Key finished up and looked around at the other girls who were nodding acceptingly. Mami cleared her throat and pulled out a piece of golden cloth.

"Hi everyone, my name is Mami Tomoe" she said as though she were making a presentation in front of a self-help group. Everyone except for Homura laughed a bit and Mami smiled.

"I've been a Magical Girl for several years now and my powers are ribbons."

There was silence as everyone started at Mami. A few seconds later, Sayaka opened her mouth.

"Bullsh-" she stopped suddenly and glanced at Nagisa. "Ah, I mean, no way! If all you can do is make ribbons Mami, then what's with all the guns?"

Mami smiled with a touch of pride. "Magic can accomplish a lot more than most Magical Girls think. It's a very emotional thing and it's mainly restricted by its user's imagination."

" _Yeah, that's right,_ " Key agreed. _"I mean, probably the reason Kyubey doesn't use the powers he could get when he makes contracts is because he doesn't have the emotions to use them, aside from it not being cost effective to him. And heck, Witch's Lair's-"_ his voice grew a bit somber as he spoke now _"-are mainly a reflection of the despair and suffering of the Witch. All created by Magic as an instrument of torture."_

There was a few moment's silence, then Mami spoke up again, a bit loudly.

"Well, anyway, originally yes, I did simply use ribbons to battle Witch's but by necessity I had to get creative with them. But as I used the ribbons to make cloth constructs, I eventually began to wonder why I couldn't conjure up other things. So I tried it and at first I wasn't able to do anything. But after a lot of trial and error, eventually, I managed to conjure up a musket. At first I had to load and reload and rely on a prebuilt supply that I had to carry in a holster. But eventually I figured out how to conjure them up quickly as well as store them in the same space that my ribbons come from and can go into."

Sayaka and Madoka stared at Mami with awe. Nagisa also was looking up at Mami with adulation.

"It must have been scary fighting all those Witch's with nothing but cloth" Nagisa said in a quiet voice.

Mami smiled down at her, "it helps that the cloth is nigh unbreakable. Anyway, it gave me some fun opportunities to roleplay as a western cowgirl.

There was a moment's silence before Key, scratching himself, spoke up, " _it's true. I wish I would've had the emotions to appreciate the time that you hogtied that one Witch and let it get run over by a train."_

Mami turned to him, looking sardonic, "is it my fault if that Witch's lair included a fully functional train that moved on its own? Honestly I almost didn't have to pretend that time, it felt like I was in one of those old Westerns come to life."

Madoka, Sayaka, and Nagisa doubled over laughing, and after a moment Mami and Key joined. Homura simply stood and stared until they all managed to get control of themselves. Once they had stopped laughing, everyone turned to look at Homura, who stiffened uncomfortably. Her turn.

She sighed, then she reached over and grabbed her small shield. Mami watched as she moved her right arm and twisted her Bu-

-ckler.

Suddenly the whole world had gone greyscale as Homura seemed to have teleported forward and was grabbing Mami's arm. Mami blinked and looked around her. The whole world seemed frozen like a grey photograph. No sound stirred forth and utter silence but for their breathing pervaded the area.

"I can stop time," Homura said in a quiet voice, drawing Mami's attention back to the girl in front of her.

Mami made to put her hand to her chin, but as she moved her arm, Homura kept a firm grip on it. Mami thought for a few moments before hazarding a guess.

"Do you have to touch something for it to be brought into the time-stop?"

Homura nodded.

"Does this extend to things your touching that are also touching someone else, such as say, a gun barrel" Mami asked further.

Homura nodded again.

Mami looked down at the ground at their feet and noted it's grey pallor.

"Hmmmm, interesting. I would appear that your power is intuitive enough to not interpret the ground and all that it touches as something that should be brought into the time stop, even though you're obviously touching it at this very moment. Or at least, you're touching your shoes which are in turn touching the ground. Otherwise, it is enough if something that you are touching is touching someone else."

Homura nodded looking aside at the other girls and Key who were all frozen in time staring at the point Homura had been in before she'd moved in the time stop. Mami meanwhile had held her hand out and was conjuring up a strip of golden cloth that rapidly wound around her hand once and tied itself off. Then she held out the other end to Homura, who stared at it. Then she looked at Mami.

"You intend to bring everyone in?"

"It would be simpler than explaining it to them all one by one."

Homura sighed and, with a bit of reluctance, took the end of the cloth proffered to her. Mami moved away, the cloth line extending seemingly without end as she moved over and pulled one end around Key's midsection. The instant it touched him, Key's color changed from the grey tone it had been to the vibrant white that was his true color.

" _Wow, that's kind of trippy to see you over there one second and then suddenly your right next to me."_

Mami smiled at him, then moved over and quickly tied the ribbon around the wrists of the other three girls. All three of them reacted slightly differently as the world froze for them. Nagisa started a bit and looked around rather uncomfortably. Key noticed this and padded over to her, snuggling up to her like a cat. Madoka looked around with some interest before picking up a pebble and tossing it up in the air. It froze a second after it left her skin. Sayaka started slightly as well and looked around with uncomfortable eyes.

"Geez, just when I thought she couldn't get any creepier."

Mami sighed.

"Sayaka, that's not nice to say."

Homura looked surprised for an instant by Mami's words, but it came and went too fast for anyone to see it.

"So" Mami began as everyone looked at her. "I just wanted us all here together to explain Homura's powers at once. It appears that she can stop time. Do you have any other powers?"

Homura looked down, once again looking a bit uncomfortable. Then she spoke again quietly, "that it is the main one. Aside from the natural powers that Magical Girls have, I don't really have any other power except one."

She put her hand to her shield, and then it seemed to vanish as she pressed it into the shield itself, as though it were phasing through the surface of the metal.

"What the?" Sayaka said quietly. But then, Homura pulled her hand back and coming out of the shield was a large map, far too large and wide to conceivably have been hidden beneath the shield. It seemed to inflate and expand as she pulled and soon a large map, big enough to cover a bedroom wall, was laying on the ground in front of them.

"Huh," Sayaka said as she put a hand to her chin, "your shield is a Bag of Holding." Everyone stared at her.

" _Uh . . . her shield is a what?"_ Key said questioningly.

"A bag of holding" Sayaka said, smirking as she did so. "Haven't any of you played Dungeons and Dragons? C'mon Madoka, I took you along to the school DnD group a few times."

There was silence before Madoka spoke, a self-deprecating smile on her face. "You know I was never very good at that game Sayaka."

Sayaka snorted, muttering something about her wanting to save every NPC, whatever that meant, before turning to the others.

"Okay, a bag of holding is basically an object, usually a bag obviously, that's been enchanted to hold an infinite or at least enlarged, amount of space inside of it. The enchantment doesn't effect the outside dimensions or weight."

"Oh, like Inventory for a video game character," Mami said, looking as though a light-bulb had gone off over her head.

"Yeah, exactly" Sayaka said brightly. Then she looked sardonically at Mami. "I never took you for a gamer Mami?"

Mami blushed slightly, "well, to be honest I haven't had much time to play or keep up with it since becoming a Magical Girl. But before I loved to play."

Madoka turned to look at Key.  
"Do you do anything for fun now that you can?"

Key shrugged slightly uncomfortably, " _I uh, haven't really had the time. I mean, it's not like I can afford to have fun when the fate of your world is at stake. Though I suppose I do have some more time to myself now that I'm not scouting out girl's to try and get them to contract."_

 _"_ What" Sayaka said with a smirk on her face, "looking at my flawless posture and looks couldn't have gotten old, even if you have endless time like this to look at it."

Key squirmed, " _I never did anything like that. I mean okay before I became me when I was Kyubey I might've stalked girls to find out their weak points and probably would've done the same for you but . . . uh . . . that sounded a lot less creepy in my head."_

Sayaka snorted loudly, "I'll bet. I don't think there's any way to put 'I followed you to get you to sign a soul stealing contract without telling you the fine print' into a none-creepy light."

Homura cleared her throat as she gathered up the map and began shoving it back into her shield.  
"Perhaps we could move on to Nagisa's powers."

Mami nodded "right, right. Feel free to end the time stop then."  
After she'd stored the map back into her shield, Homura twisted the buckler once again and color and noise came crashing back down on them all. They blinked and Madoka and Nagisa actually clutched their ears for a moment as the everyday noises that one hears but doesn't register suddenly reasserted themselves. After a few moments though, everyone seemed to get used to it again. Then, Mami turned to the youngest girl.

"So what are your powers Nagisa?"

Nagisa looked down at her feet. "Ummm, I don't know."

There was a moment's silence.

"Uh" Sayaka said confusedly, "what do you mean you don't know?"  
"Nagisa" Mami said suddenly, seeming to realize something. "Have you ever been in your Magical Girl outfit." She paused for a second before seeming to remember something. "Outside of that time inside my Soul Gem?"

Everyone else looked at her in confusion, but then Nagisa kicked at the ground slightly and muttered a quiet "no." A moment later, she looked up with a quietly sad expression.  
"Kyubey just told me he would give me what I wanted and then I made my wish. He didn't tell me anything else. And after- . . . . I just remember being sad and angry until something broke and then . . ."

Her lip quivered and Mami quickly put a hand on the younger girl's shoulder.

"It's alright Nagisa. It's alright. We'll find out what your powers are anyway. I'll help you. Just focus on that for now."

Sayaka and Madoka were looking at Key, who noticed this and looked back at them with a questioning expression.  
 _"What?"_

"Um, shouldn't you know that Nagisa's powers are?"

" _Why would I know that?"_

"Because your . . . um . . . like Kyubey?"

Key looked incredulously at them, _"how should I know? I didn't give her her contract. She only contracted a few days ago at most. If she told me her wish I might be able to make a guess, but I don't know."_

He looked away, and the next few words he said, though they could still hear them telepathically, seemed to be said more to himself than to them.

" _I'm not Kyubey . . . I'm not!"_

There was a moment of awkward silence before Sayaka said, in a bit of a sly tone, "well good, because now if I have to contract, you won't be able to tell my powers so I can keep you in line."

Key snorted, " _I assure you that the last thing I would be trying to do in that dire situation is try and play 20 Questions to figure out your powers."_

"Nah, besides you'd probably need at least 30 questions to get it. 40 if I never transformed."

" _Don't flatter yourself, I'd get it in 10 at the most. I've got a lot of experience with the various powers that Magical Girl's can get."_

"I'd give you 25, but I feel like that might be a bit too generous" Sayaka fired back, a smirk on her face.

 _ **Soundtrack: The Chronicles of Narnia: The Lion, the Witch, and the Wardrobe – The Wardrobe**_

Mami was leaning down, apparently ignoring Key and Sayaka's banter, and looking into Nagisa's eyes to hold her attention.

"Now Nagisa, all Magical Girls have inside them a power given to us by our wishes. We'll start with transforming into your Magical Girl outfit. Your 'uniform' in a way. Close your eyes."

Nagisa did so.

"I want you to look deep within yourself and search for a warm feeling. You should feel a power within yourself just waiting to come out, to express itself. Can you feel it?"

Nagisa gave a small nod, her eyebrows clenched.

"Now, bring it up and out Nagisa."

Nagisa tensed her body and gritted her teeth. Madoka and Sayaka clapped their hands over their mouths to stifle their giggles as Nagisa's posture made it seem as though she were trying to use the toilet.

Mami shook her head, "don't force it Nagisa. Just will it to come up, and then let it come."

Nagisa's posture remained tense for a moment longer, then it relaxed and she sighed. Then with a dazzling flash of light, her clothing suddenly changed. New clothes sprang into being, as well as some sort of tool appearing at her waste. As the light died down, Nagisa opened up her eyes and surveyed herself.

She was dressed in a brown cap with two cat ears coming out of it as well as two strings ending in puff balls coming down off of it. A light orange shawl graced her torso, underneath was a black short shirt that didn't quite reach her midsection She was clad in poofy brown skirt which was held up both by a belt and by suspenders. Her arms were covered in shoulder length brown fingerless gloves and she had spotted leggings covering them ending in dark orange soles.

She flexed her fingers as she surveyed herself, then she looked up to see Mami beaming at her.

"Good job Nagisa, very good job!"

Nagisa looked down, blushing at the praise.

Sayaka glanced over at Key, curiosity on her face.  
"Does Kyubey choose a Magical Girl's outfit?"

Key looked up at her, " _no."_ Then he looked away, his face morphing to a confused look.

" _As a matter of fact, how does that work? Never thought about it before. Well, never could really think about it before."_

"So, since you didn't care about that, you probably wouldn't have cared if I became a Magical Girl and my outfit said 'Kyubey sux, Sayaka rox!'" Sayaka said with a smirk.

Key shot a deadpanned look back at her. " _No, just as much as I wouldn't have minded back then if the transformation had stripped you naked in the same hospital room as the boy you're obviously in love with and forced you both to acknowledge your pent up feelings."_

Sayaka froze, her face rapidly assuming the color of a flaming red traffic light. Madoka once again slapped a hand to her lips and desperately tried to smother the giggles trying to fight their way out of her. Mami entered an out of nowhere coughing fit that couldn't quite cover up her laughter. Nagisa giggled openly and Homura's face even twitched a few times.

"You . . . you . . . " Sayaka lapsed into mouthing wordlessly as she stared at Key.

Mami finally got ahold of her 'coughing' and cleared her throat.

"Ahem, anyway, back the matter at hand. Nagisa you appear to have some sort of instrument included with your outfit. That's likely your weapon or Magical Item."

It was true, hanging off of Nagisa's belt, near to a gem that was likely her Soul Gem, was a black trumpet of some sort. It looked more like a plastic toy than anything else, though its color set was a bit reminiscent of Charlotte, Nagisa's Witch form. Nagisa picked the instrument off of her belt and examined it. Then she pressed it to her lips and blew through it, angling it away from Mami as she did.

Nothing happened.

"Try pressing some of the valves" Mami suggested. Nagisa did so, but still nothing happened. Her face fell as Mami considered this new dilemma.  
"Hmmm, it may be that your trumpet isn't an offensive weapon but meant to enhance natural abilities that you have."

" _And since its an instrument, it might also be dependent on the music played. Different music, different effects_ " Key supplied helpfully.

Mami nodded and gestured for Nagisa to try again. Nagisa blew through it again, but once again, nothing happened. Once again she tried twiddling the valves, but nothing extraordinary happened. The white-haired girl sighed sadly as she looked at her instrument.

Suddenly, Homura moved forward.

"It helps if you try and think of things worth protecting" she said briskly to the younger girl. Everyone stared at her with some shock. Homura ignored them and moved on.

"Our magic is determined by emotion partially. Extreme trauma can damage a Magical Girl's abilities but at the same time, reminders of why we fight can help us to use our powers more effectively. To that end, try thinking of something that you want to protect."

Nagisa looked slightly nervous as she looked down at her trumpet. Then Mami moved forward with a smile and gently pointed her towards a metal barrel that she had apparently set up as a target before the others had arrived.

"Think of your Mother Nagisa and how much you loved her" Mami said quietly. Nagisa trembled slightly as she brought the horn to her lips, her face deep in thought.

"Do you have her in your mind?" Mami asked.

Nagisa nodded, so Mami continued, "now think of the reason you came back. To protect other people from ever losing someone like that. Think of all the people you want to save and let that thought flow through you."

Nagisa's face had grown concentrated as she stared at the empty oil drum in front of her her brows furrowed and her lips on her horn.

"Aaaaand . . . go!" Mami said finally.

Nagisa blew softly into her trumpet. Out of it came a stream of bubbles, several of which seemed to expand as they drifted forwards. There was a moments silence before Nagisa groaned aloud at the apparent uselessness of her power.

"I was expecting something. . . a bit more . . . . " Madoka's voice trailed off and Sayaka snorted quietly. The line of suspended liquid moved forward slowly and came into contact with the oil drum. There was a second of nothing happening, in which Nagisa groaned even louder. But then, the larger bubbles suddenly detonated with several large explosions. The blast was enough to make the girls all recoil and for Nagisa to drop her horn in surprise.

After the explosions had calmed down, Mami blinked and looked around. Homura was staring, an eyebrow raised, though she hadn't moved from her standing position. Madoka and Sayaka were peeking out from behind one of the support structures of the overpass, Key was staring from between Homura's knees at the smoking wreck that used to be the oil drum, and Nagisa was gazing in shock at the instrument at her feet.

" _Well"_ said Key after a long silent moment, " _that might come in handy."_

Mami nodded. She moved forward, scooping up the trumpet and pushing it back into Nagisa's hands. She acted as though Mami had just handed her a venomous snake, holding the thing with the tips of her fingers away from her body.

Mami sighed, then knelt down in front of Nagisa.

"It's alright Nagisa, that was your first try. It'll be alright."  
Nagisa nodded, seeming slightly reassured as she more firmly gripped her Magical Tool. Mami once more set up an empty barrel, though much further away this time and returned to Nagisa's side.  
"Alright Nagisa," she said as she knelt beside the girl, "let's give this another shot."  
Nagisa nodded, seemingly encouraged by Mami's presence and set the horn to her lips once again. A puff of her cheeks later, more bubbles had streamed out of the instrument and were traveling towards the barrel, faster and on a more direct path this time. They hit and, like before, each bubble popped and produced a small explosion.

"It seems that area of effect is your main power Nagisa," Mami said studiously as she surveyed the charred and bent form of the barrel.

"Huh?" Nagisa looked confused.

"Sorry" Mami said with a sheepish smile, "old game term. It means that your abilities are made for dealing or having their effects happen to a large area instead of one precise target. Given time, you can probably change the size, speed, lifetime, shape, and maybe even durability of the bubbles that you make."

" _Not only that,"_ Key cut in as he walked up to examine the horn himself. " _it may be that she can achieve different effects with just the horn itself._ "

His eyes scanned the instrument.

"How so, Key?" Mami said as she looked at him.

" _Like I said before instruments are meant for playing music and what we've seen is just her blowing air through it. It's possible, though I'm not sure, that if she were to learn how to play notes, or even songs, then she might be able to get different effects out of it. Of course, it might depend on how the song makes her feel. But still, even if that isn't true, she still has the potential to be one of the most powerful Magical Girls there is."_

Nagisa smiled happily, seeming to realize that her power, far from being useless, could in fact with very useful to her friends.

Mami turned to Homura, her face curious.

"If you have other people with you when you stop time, does it cause greater amount of tarnish in your Soul Gem or is it consistent no matter how many people are with your?"

Homura considered this, "I'm not sure. I've never had much of an opportunity to test it. There is a bit of mental stress added as I bring more people into the time-stop, but I'd have to test it before saying yes or no. Regardless, I usually try to be sparing with it as it does cause corruption in my Soul Gem, albeit slowly."

Mami nodded, "and with Grief Seeds being a limited resource I can understand a wish to keep your Soul Gem as clean as possible. In any case, it appears that our abilities are mostly geared towards ranged fighting. I am probably the closest we have to a melee fighter due to my ribbons. I can use them, but to kill, it usually requires me to either make a construct with them (akin to how I make my guns) or to bind an enemy and squeeze them to death."

" _Um, excuse me_ " Key's voice came to them and they looked down. Key was staring up at them, sitting on his hindquarters.

" _I think you've forgotten about someone,"_ he said, his voice light with the tiniest hint of reproach.

One of the appendages that came out of his cat ears suddenly jerked towards the barrel that Nagisa had been practicing on. Though it seemed far outside his reach, his tentacle seemed to expand infinitely as it punched forward and skewered through the steel barrel. There was silence for a moment as everyone stared. Key casually withdrew his appendage, which for all the world looked like a white tentacle, and grabbed the barrel, hoisting it into the air. He accomplished this by using the three smaller appendages on the end of the long one, like fingers.

Displaying immense dexterity, he tossed the barrel up and down, casually twirled it on the end of one of his fingerlike things, and then casually tossed it to land several feet away.

" _Chucking energy balls at Witches isn't all I can do"_ he said smugly as he survey their faces which ranged from contemplative to shocked.

"How does the tentacle extension thing work?"?" Sayaka asked as she looked at the barrel.

" _Explaining that would be long, tedious, and take up time that we probably don't have. Let's just call it 'magic.'"_

Sayaka groaned, "you can't just say 'magic' like it's a good explanation."

" _Magic exists, your argument is invalid."_

The blue-haired girl slapped a hand to her face, groaning in frustration.

Key turned to the others, " _but anyway, I can fight close quarters if needs be."_

Mami smiled, slightly sheepishly at Key, "sorry about that. But still, you have ranged abilities as well as your melee ones. I still thing we should probably try to build around softening up an enemy with long ranged attacks before Key and I go in for the kill if necessary." She turned to Nagisa. "You would be especially useful for that as you can conduct crowd control, or in other words, cause large damage to crowds of Familiars, so that we don't get swarmed. Homura," she turned to the girl in question, "could help us set up shots and keep a firm grip on the situation. Her powers could even simply be valuable as a 'time out' to take in the battlefield. Still, I think that we'll have to rely on our ranged weapons quite a bit."

Everyone was contemplating what Mami had said, turning it over in their heads.

"So what you're saying" Sayaka ventured, "is that you think you can do good together, but that you'd really like a dedicated hand to hand fighter."

Mami nodded, "one of the things, yes."

There were a few more seconds silence, then Madoka spoke up.

"Um, I have a question" she said nervously.

"Yes, Madoka?" Mami said with an encouraging smile.

"Why not just find another Magical Girl? I mean, someone that's already a Magical Girl, to fight hand to hand like you said you wanted?"

There was a moments silence before Sayaka grinned and clapped Madoka heartily on the back.

"Ha, that's Madoka for you. Thinks of the most obvious solution even if no one else does!"

"It is a good idea Madoka" Mami said slowly. "The problem would be convincing someone to help us."

" _Or even just convincing them to stay a Magical Girl after I make an offer to turn them back Human"_ Key supplied helpfully.

"Well, do you know anyone who could fit the melee role?" Sayaka asked bluntly.

Mami's gaze fell and she looked at the ground. "I did have a friend once who . . . she was very good at that sort of things but . . . well . . . we parted ways some time ago and I don't think she'd want to see me again."

" _And I don't know if I can really invoke any sort of friendship with anyone, considering I was . . . well, I was doing what Kyubey was doing which wasn't what a friend would do. So, uh, bottom line, no I don't think I really 'know' any girl who could help on such short notice. Keep in mind I wasn't based in Mitakihara recently. I've moved around awhile to places like Kazamino, Asunaro, really I just moved based on Kyubey's needs."_

Mami's expression grew a bit uncomfortable, "so . . . how long did you spend with me after the car crash, when I became a Magical Girl."

Key flashed an equally uncomfortable look in her direction, "um, quite awhile. Back then my purpose was to make new Magical Girls and get Grief Seeds, well, that was the only really purpose I ever had. You were really good at hunting, still are, so I stayed to collect the Grief Seeds for a long while. But then there was a bit of a shortage from over-hunting. You remember that?"

Mami nodded, "yes, some girls from other wards got a bit violent that time and tried to extort Grief Seeds out of other girls. I had to give them a good thrashing before they realized that I wasn't going to let them just throw their weight around."

Sayaka, Madoka, and Nagisa stared at Mami with wide eyes and admiration as she blandly described how she'd ended a turf war by herself. Even Homura seemed mildly intrigued.

Key nodded, " _well, there were greener pastures elsewhere so . . . I'm sorry Mami, I really am, but I was a part of KyubeyandIcouldn'tthinkformyself-"_ he was starting to babble before Mami knelt down and put a hand on his head, smiling sadly at him.

"It's okay Key, I understand you didn't really have a choice, just continue the story."

" _Right, so anyway I was shuffled away by the main Kyubey Intelligence and just, well, left. I can only assume that the next time you saw Kyubey that it was another drone who'd been rotated in or created to cover Mitakihara once it became more 'economically valuable.' Though, again, there wouldn't really have been any difference between it and me, since we were all 'Kyubey' so to speak."_

Mami nodded. She was about to talk further when suddenly she was distracted by Nagisa raising her hand tentatively, as though she were trying to get a teacher's attention in class.

"Yes, Nagisa?"

Nagisa blushed as everyone looked at her, then she said rather quickly, "I'm hungry, Mami."

There was a second, in which Nagisa's stomach appropriately rumbled, then Mami smiled.

"I think we can head back to my apartment then for some food. Unless anyone else has anything more to say or more abilities to test out while we're still here?"

"We still need to discuss strategies to defeat Walpurgisnacht" Homura said, the thinnest trace of sharpness in her voice."

Mami nodded, "I'm not disputing that, but we can discuss strategies just as easily while eating as we can here."

" _Plus,"_ Key interjected, " _in my experience, humans can get distracted while they're hungry so it might be prudent to get some food made so that it won't distract from the strategy talk."_

There was a moment of silence before Homura nodded slightly.

"So," Mami said, "unless anyone else wants to go elsewhere, back to my apartment."

They turned and headed towards the golden-haired girl's home.

Mami naturally lead the way with Nagisa by her side. Key walked beside her and Homura, Sayaka, and Madoka came up behind them. They walked in silence for a time before Madoka, feeling slightly uncomfortable looked over at Homura. She could not deny that she had a feeling of weird familiarity with the girl. It had started when she'd had that dream about her fighting that giant monster and had refused to go away. That Sayaka had apparently had a dream too was interesting to her, though she was pretty sure that, while Sayaka hadn't forgotten the dream, she didn't really think of it much. Madoka loved Sayaka, she was her best friend and had been for most of her life, but she couldn't deny that Sayaka had a bit of a tendency to make snap judgments about people and think more with her heart than her head. She also knew that Sayaka had a real hard time with feeling useless or that she owed someone, so Madoka tried to help her feel better whenever that happened, like with Kyosuke more recently.

 _ **Soundtrack: Puella Magi Madoka Magica OST - Inevitablis**_

Still, as much as she felt she could trust Homura, she still didn't know much about the intimidating girl.

"Um . . . Homura?" she ventured quietly.

Homura glanced slowly over at her, as if sizing up whether or not to reply.

"Yes" she said simply in response.

"Um, I hope you don't mind me asking, but . . . the way you talk it feels like you're a veteran at this sort of Magical Girl thing too?"

There was a moments silence before Homura spoke, "in a way, I suppose I am."

"Have you ever had to fight another Magical Girl?" Sayaka asked suddenly, her expression interested.

Homura stared at Sayaka, her face blank, " . . . yes . . ."

"What for?" Sayaka asked. "Were they trying to steal Grief Seeds or something?"

Homura's expression tightened just a slight bit and Madoka hastily spoke.

"We aren't trying to make you uncomfortable. We're just curious, you don't have to answer if you don't want to!"

They walked in silence for about a minute afterwards. Homura was staring ahead, but Madoka got a distinct impression that she was thinking something over very deliberately and intensely. Finally, Homura opened her mouth once again.

"I tell you this only because you now know the truth about what being a Magical Girl is. I've tried to warn other people, but no one ever listens to me. One group of Magical Girls I told had a girl who didn't believe me and kept on acting like this was a game. She turned into a Witch and I had to kill her. It was a kinder fate than whatever Kyubey would've done to her."

Madoka put a hand to her mouth, her eyes wide. It was one thing to know the fate of Magical girls, but to hear it described so bluntly by Homura, as though it was a normal thing she'd had to do, and not just an abstract thing that happened to everyone else, put a new face on how horrible it was.

"What happened to the rest of the group?" Sayaka asked, even her normally brash voice a bit subdued.

Homura turned away so they could see her face well.

" . . . they died . . . or turned into Witches . . ."

She didn't mention whether or not she'd killed them after that. Madoka felt she could guess the answer was yes but didn't want Homura to say it. If she said it, it would be irrefutably true.

Homura turned back to them, her face set slightly, "take it to heart. You do not want to be a Magical Girl."

"But since you've got Key, things are different now, right?" Sayaka asked curiously.

Homura glanced up at Key, her brows furrowing.  
"Key is . . . an anomaly. It . . . would not be untrue to say that he's unlike anything I've ever seen before. But even so, our lives are unpredictable, so it would not be wise to make a mistake, thinking you have an out, only to realize that the escape is gone or not as easy as possible."

They continued to walk on. Madoka and Sayaka contemplating what Homura had said, Homura herself staring up at Key.

Up with with the other half of their group, Key was looking up at at the golden-haired girl beside him.

" _Mami"_ Key's voice came in the girl in question's head, " _can I speak to you for a moment?"_

" _Of course"_ she responded telepathically back. She glanced down at him and met his soft blue eyes, which were looking a bit concerned at the moment

" _Are you . . . doing alright, Mami"_ his voice was tentative.

Mami blinked and looked at him in surprise.

" _Of course I am, why wouldn't I be?"_

Key looked down, staring straight ahead as he walked forward.

" _I'm honestly surprised your handling this so well"_ he observed quietly.

Mami's face fell and she seemed sag slightly.

" _Honestly,_ " she said, her voice suddenly sounding scared, " _I don't know how well I'd be handling this is Nagisa wasn't here. Helping and caring for her hasn't me much time to actually worry about myself so far."_

For a moment she looked down at the white-haired girl walking to her side. Then she turned back and saw Key's worried expression. She smiled wanly at him, " _I think I'm doing fine. It was a shock at first, really it was and I don't know what I would've done if I hadn't already been exhausted. But I think I'll be alright going forward. I think I'll have to be. After all, whose going to keep you all together if I fall out of the picture?"_

Both she and Key laughed quietly.

" _How are you doing Key?"_ she asked in return. Key blinked and looked at her in surprise.

" _I'm doing fine. Nothing but a few nightmares here and there. Nothing to worry about"_ he said airily.

" _Nightmares?"_ Mami said curiously, _"about what?"_

" _Nothing important"_ Key said a bit too quickly for Mami's liking. " _I don't have them every night, just a few and it's not like I can't function properly afterwards, I just-"_

Key suddenly stiffened and turned around, staring down an alleyway they had all just been moving in front of. Everyone stared at him in confusion for a few seconds before Mami finally spoke.

"Um, Key what's wrong?"

"There's a Familiar close by," Key said simply.

Everyone tensed slightly, remembering the various minions of the many different Witch's they'd fought. While they seemed easy enough for them to defeat, they were still very dangerous creatures that could and did eat humans on a regular basis.

" _I think it's down that alleyway. Probably been luring people in for a bit and eating them so it can become a copy of the Witch it spawned off of."_

There were a few more seconds of silence before Sayaka spoke.

"Well, are we gonna take care of it then, before it hurts anyone else?"

"Whatever _we_ do" Homura said quietly, you two will be staying out here while we deal with it."

Yeah right!" Sayaka said vehemently as she glared at Homura. Mami gently inserted herself between the two girls and turned to Sayaka.

"I actually think it might be better for you and Madoka to sit this one out Sayaka."

Sayaka blinked, "but, you've taken us inside of labyrinths before and there was no problem then! Why are you siding with her all of the sudden?!"

Mami gestured to Nagisa, "she needs to see this." Mami glanced over at the smaller girl who was looking curiously up at them. Mami then spoke in a lower voice so that Nagisa couldn't hear.

"I need to take her in and let her see what she's up against." Mami's voice was quiet and deliberate, but her face was conflicted.

"Nagisa needs to see what she'll be facing. She needs to know so she can . . . I need to know that she really knows what it means to be a Magical Girl. I need to be sure that I'm not keeping her in this life when she really should be getting out of it. . . . Even if that means she leaves."

" _Mami"_ Key's quiet voice interjected, " _Nagisa was a Witch and she still came back. I think she knows what this life means."_

Mami looked at the ground.

"I need to be sure."

Then she looked back up at Sayaka and Madoka, her face calm again.

"And because of that, we'll need to be watching her closely in that Labyrinth. I'm just worried that we won't be able to protect all three of you this time."

"But" Madoka began, "you protected Sayaka and me when it was just you. So maybe-"

"Thank you for your confidence Madoka," Mami said with a small smile, "but just this once, please sit it out? We can talk later if you two still want to go with us on hunts. But this one time, please wait here where it's safe. Okay?"

A few moment's silence occurred before Sayaka sighed and walked over to lean against the wall of the alleyway.

"Fine, I'll wait here."

Madoka went to join her.

Mami nodded and gestured to Nagisa. The young girl moved to stand beside her and, along with Homura and Key, they all moved towards the end of the alleyway. As they walked, some graffiti on the far wall seemed to flow together to form a portal of some sort.

"Nagisa," Mami said as she looked down at the girl, "you know what we're going to do now, right."

Nagisa nodded, "we're going to take out one of the Witch Familiars before it hurts anyone else, right?"

"That's, exactly correct" Mami said with some incredulity.

They had gotten right up to the portal in and with a flash of light, the three girls transformed into their Magical Girl outfits. Nagisa's was a little later in coming than the other two.

Key strode forward.

" _Well, shall we?_ " he said.

With that, the four of them, three girls and one rogue Incubator, stepped into the Labyrinth.

* * *

 _ **Soundtrack: Sword Art Online OST - Despaired**_

It was raining. It was always raining. The storm lashed the inside of its home forevermore as the thing sat in the deluge. It's home was in the form of a tropical island that was being assaulted by a monsoon, dark clouds obscuring all light but that of the lightning that ran through the air. The brief flashes of light illuminated a place of strange geometries, some paths lead back on themselves, some doors standing by themselves opened up to far off points from their starting location, and here and there fires sprung up in the forests from the lightning strikes. Their flames were unpredictable, some seeming to sap heat rather than give it, others showed strange scenes of a girl who had loved the sound of rain but had gotten lost in a storm and been brought low in despair. Still others simply burned and consumed, the trees and brush they'd destroyed regrowing after they'd left in an eternal destruction.

The thing sat at the peak of its island as the rain whipped against it. Honestly even it wouldn't call itself anything other than a 'thing.' The creature was in the shape of several animals mashed together. A dog and cat's head grew out of a neck attached to a body like a giant tumor, bird wings sprouted from its back as four different legs, that of a monkey, horse, lion, and human, attempted to move in a coordinated fashion. Right now, the thing was simply sitting quietly, stewing in its own despair.

It's first memories, at least whole memories that it could recall at will, appeared to be in the place where it had been one of many. It first recalled having a red liquid smeared over it and feeling strangely full. Flesh parts and limbs, some not unlike the human arm it had attached to it, had been spread around. It hadn't been a pleasant experience, gaining consciousness, because it couldn't escape the all-consuming feeling of _wrongness_ that pervaded its existence. Flashes of other memories-

 _A beach house where his family had met. His family, was that his?_

-had come sometimes. But soon enough it forgot or could do nothing to act on these. There was always the need for more. And as more of the flesh things wandered into its creator's home, it, like the other things that looked the same as it, had been driven mad with hunger. The first time it had seen one of the bipedal things, it had been curious. A memory had surfaced, that of a small boy who had seen strange colors and wandered into a, labyrinth? The thing in front of it seemed to be of the same type of creature but perhaps-

 _FEAST! FOOD! EAT! HUNGRY! NEED FOOD! NEEDTOEAT! KILLKILLEATEATEATGROW!_

The next thing approaching a conscious thought had seen the thing in a shockingly similar position as that of its 'birth' with body parts lying around it and red liquid smeared all over it. New knowledge bits lodged within its mind and it could feel its basic intelligence growing a bit. But as well as the new intelligence, it almost felt like it had another mind. Two intelligences, forced into the same body, now contributed to its overall mind. The new intelligence, basic and distorted as it was, was causing a feeling of deep unpleasantness, almost as though it was drowning, raging, wondering why it was like this? Why had this happened to it?!

What had happened to it?

It wasn't nice, it wasn't good, but it couldn't stop the hunger, the overwhelming need. It needed more, more of these things to grow!

Why did it need to grow?

Eventually, it had grown large and smarter, gorged on the victims it had consumed as they came into the small world that was their home. It's mind, already deeply _wrong_ and insane, had only grown more unhinged as more intelligences were forcibly incorporated into it. As it had finished eating the last of its meals, it had suddenly felt a strange sensation. Their home was moving. This was nothing new, their home moved around many times in the outside world that it knew only through the strange memory flashes. But this time it could feel an urge, and uncontrollable urge like that which had forced it first to kill, driving it out. It had stumbled around until it had come to the point where the flesh things always entered into their home. Then, it had found itself in a strange concrete place.

" _An alleyway_ ," a memory had floated to the front of its brain of a man walking through such an alleyway with other men. The memory made it sad as it seemed to recall another life, if only for a moment. But then instinct slammed back down and it set to work. It needed to grow so it began making a new home in the image of its old one. Soon enough, it had its own island and storm like it had before it had left its other home.

Then, the first flesh thing had wandered in, and it had gorged itself like always. The new intelligence fused onto itself and the horror and drowning sensation came back to it as it did. These few moments of a mental state that was as near to sanity as it could get caused it to wonder. Why did it do this, why did it force itself to suffer? What thing made it like this? It was certain it hadn't always been this way. Like before, sometimes it would gain a memory from one of the flesh things it ate, it liked those mostly. Some were unpleasant, but others made it feel . . . not-bad which was a cut above its everyday existence. What did this to it, what had made it so? It could barely remember anything, just glimmers of light and regret. Just enough to let it know that there was something deeply, horribly, _wrong_ with it. Was it one mind, was it many? Why did it need to hurt other things? What-

There were intruders in its domain. Some more of the flesh things that helped it to grow, that made it more intelligent. _That made it hurt more._

 _Kill them! Eat them! Grow stronger! Grow bigger! . . . Why?_

The uncontrollable urge slammed into the Familiar with the force of a truck and it snarled as it surveyed the small things. One had a mane of black fur, - _hair-,_ another had a golden one and the smaller one had a white mane. The fourth creature was new however, a small white thing that reminded it of its one feline head. Something told the thing that consuming these creatures would put it further towards it goal of becoming . . . something . . . further than any other flesh thing it had eaten thus far. It tracked their progress as they moved through its jungle towards the peak where it dwelled. Then it loped off to one of its favorite ambush spots. It sat in the undergrowth, watching with two pairs of eyes as the four flesh things came on, obviously alert. Still, none of the other flesh-things had ever posed a threat to it before so it was not worried.

The four had stopped near to one of the vision-fires and were staring into it. It was currently playing a picture of a man who had been heading home with his friends but had decided to take a shortcut through an alleyway, only to find himself on a storm-tossed island being stalked by a hybrid monster.

One of the many intelligences that made the sum of the thing's mind stirred and the self-same memory that was playing in the fire ran through the thing's head. There was a moment's confusion, then the assertion of individuality was slammed down by a repressive instinct and the thing moved to a better vantage point in the undergrowth. It's movement was not as coordinated as a Witch's however. The multitudinous minds it had been forced to absorb were fused on a very basic level, but there was still some conflict between them on the various courses of action to take.

Of course, debate between them took place at the speed of thought so to any outside observer it wasn't very noticeable.

. . . _stop . . . don't hurt . . ._ the feeble thought floated up out of the mishmash of thoughts that made up the mind of the thing and for a moment, there was a flash of something that was almost sanity. But this moment only reminded it of the tormenting pain and hunger that hounded it, that was neverending. With many different voices, the Familiar screamed, railing for a moment against its fate.

 _Why? Why? WhywhywhywhypainpainpainpainhungryhungryeateateaTEATEATEAT!_

It could deny the compulsion no longer. It rushed out of the undergrowth, intent on fulfilling the hunger. Unfortunately for it, the scream had alerted the things to its presence and they scattered before it. The golden-maned one grabbing the small white-maned one and the white cat-thing and leaping out of its path. The black-maned one simply vanished as the thing attempted to consume it with its dog head. Less than a second later, there was a whirring noise and a burst of pain as dozens of small things slammed into its side.

The thing stumbled and then turned. The black-maned one was holding a thing with a barrel that was smoking near the end. The thing could feel numerous pieces of hard things embedded in it, making it difficult and painful to move. It roared in pain and frustration at having been denied its meal, but the black-maned one simply stared it down.

Then a strange transparent sphere floated in front of it. The thing stared at something that most closely resembled the bubbles that sometimes formed in the water around its island. Then the bubble popped and a concussive force as well as heat blossomed from it. The thing was thrown back due to the force of it and it growled. The growl swiftly turned to a yelp as the golden-maned one produced more of those barreled things and, next instant, more hard things were embedding into its sides, these ones feeling like they were coated in acid.

The thing tried to think what to do, this was far beyond anything it had encountered before. It needed to feed so it should go for the weakest target. Yes that was it. It spied the small cat thing watching it from across the clearing their fight was taking place in. The thing charged. The cat-thing surprised it by charging right back. Just before the thing could bring its jaws down (both of them) to rend it, the cat-thing slid low to the ground and got underneath it. The thing suddenly found its two forepaws wound about with what seemed like white snake things like what the cat-thing had had growing out of its ears. The snakes tugged and the thing stopped dead, its momentum pitching it forward and driving its muzzles into the dirt.

More hard things hit it and it yowled in pain. It hurt, why did everything always hurt?! It tried to turn but all it caught was a glimpse of a mass of bubbles floating over it before the heat, noise, and shock waves drove all thought but _pain_ from its mad minds. Fire caught in its fur and it rolled around in agony. The deluge of rain increased in response, becoming almost like a waterfall. But by the time the fire had been put out, there was no fight left in it.

 _ **Soundtrack: Ori and the Blind Forest OST - Inspiriting**_

It lay, twitching in agony. Dimly, it was aware of the golden-maned one binding it with strong cords. Then the white cat-thing was moving into its field of view, its eyes glowing softly. Something within the thing stalled looking into those eyes. The cat-thing was speaking softly, comfortingly as its tentacles slowly and deliberately placed themselves against its hide.

And then, it connected.

The thing felt the cat-thing's mind as they connected. Light suddenly burst into its dark mind and the thing's mind shook. It shook so badly in the ecstasy of the light that it felt itself come apart. It wasn't painful, it felt natural in fact as each intelligence finally ceased being a mishmash of thoughts and feelings that didn't know where it began and the others ended.

" _It's okay, it's okay"_ came the cat-thing's voice, and wonder of wonders they could understand it. Each of them felt the cat-thing shift and then each of them relived the despairs that had tormented them, that had fueled them.

 _Mom, Dad, I'm sorry vanished, I'm sorry I left! I didn't mean to!_

 _He left me, he used me and threw me out when I got 'old!' That shallow ***** only cared about me for my body!_

 _Why am I still around when everyone I knew died?! Why didn't I die instead?!_

On and on it went, and through it all, the cat-thing . . . no, Key, that was his name. Key stood with them through all of it, sharing their despair. His face grew bleaker with every memory, but he never stopped being there for them. He was a balm to them as they finally all reached the end of their despair.

What now? Would things go back to the way they were before the were turned into the thing _(Familiar,_ Key gently corrected them?) Would they die? The though wasn't even alarming anymore, if was relieving to not feel the pain of existence. Could they even go back?

" _I think you can,"_ Key said quietly as he looked at them. _"One of my friends came back. I think you can too. But it's your choice, I can't force you."_

There was a moment's silence as each of the things- . . . each of the humans . . . digested this piece of info. But, one by one, each gave the same answer. They were scared, they were scared of the things like them that they knew still inhabited the world. They didn't really have much, if anything to go back to either. But most of all, they were just tired. So so tired after an eternity of suffering.

Key nodded as he beheld them.

" _Then go, leave your despair to me. I'll take care of it. Go and enjoy the peace you should've always had."_

Warmth engulfed them, so different from the unfriendly cold of the rain in their home before. Their last fleeting thoughts as their souls left the mortal coil was a mild worry mixed with hope that Key would be alright. They, more than most anyone, knew how hard it was to bear despair. But that only made them more grateful to him for helping them work through theirs.

 _Thank you_.

Their souls passed beyond.

* * *

Key sighed, shaking slightly as he stood. Absorbing despair was never easy, but it was part and parcel of fixing the mess he'd made. He shook his head as the labyrinth of the Familiar began to fade away. Soon, they found themselves back in the alleyway, and standing at the end of it were Sayaka and Madoka, who looked relieved to see them safe and sound. Homura was striding ahead and Mami was busy congratulating Nagisa on her performance against the Familiar. Key swayed on the spot, black dots popped in front of his face for a moment, along with a small urge to vomit. They were all so loud, couldn't they just quite down for a second, it was so annoying.

Key shook his head and the feelings passed. He shouldn't think things like that, it wasn't nice or fair to them. He shook himself and joined the conversation. Soon enough, the bad feelings had vanished and he gave them no more thought.

* * *

Mami's cooking was always something to look forward to, so everyone had waited with bated breath as she, with a little help from Nagisa, whipped up a resounding lunch for all of them. As they all tucked in, Sayaka looked over at Key, who wasn't eating anything and was instead seemingly trying to figure out how to hold chopsticks with one of his tentacle appendages. It was slightly difficult when he only appeared to have three fingers per se on the end of each tentacle.

"Say Key," Sayaka said. Key looked up, the chopsticks he'd been holding slid to the floor.

"If you don't mind, I actually have a few questions about being a Magical Girl."

Key looked mildly suspicious, " _I already said I don't want you to become a Magical Girl Sayaka."_

The blue-haired girl held up a hand, "no, it's not that. Well, I guess it is in a way. Anyway, the point is there's just something I want to know. I know you're not going to make us Magical Girls, but still, wouldn't it be better if Madoka and me knew more? Forewarned is forearmed sort of thing?"

Key looked suspiciously at her, while everyone else looked between the two. Madoka looked nervous while Mami and Nagisa were curious. Homura had her usual bland look on as she spooned rice into her mouth.

Finally, Key nodded, " _okay, I suppose that makes sense. So, what do you want to know?"_

"One thing about Wishes I don't understand" Sayaka began. "You said that we make a wish and then become Magical Girls. But you can turn Magical Girls back into normal girls, right?"

" _Yes"_ Key said simply, as though wondering where this was going.

"Why can't I just make a wish, then you turn be back into a normal girl, then I make another wish and we repeat that over and over again" Sayaka suggested.

There was a moment's silence before Mami cocked her head with interest, "now that's an idea. Wishes accomplish amazing things after all."

Key shook his head, " _wishes that Kyubey, and I suppose I, can give have a nasty tendency to backfire. You might get what you wished for, but not in the way you wanted, it's very hit and miss. I'm not even sure that it'd work because it's one wish per girl, and that might hold true, even if I turned you back from Magical Girl to Human. Kyubey describes it as, 'wishes distort reality, so no wonder they can cause unexpected backlash.' Even so, there is some degree of correspondence between the power level of a Magical Girl and the Wish that they have, and like a fire, the brighter and bigger the wish, the more quickly it tends to burn out. Some of the most powerful Witches were born of people who, in line with their supposed grand destinies and great powers, made extraordinarily grandiose wishes. Their Witches were scourges unlike anything the world had ever seen. Walpurgisnacht might even be one such Magical Girl."_

"Walpurgisnacht is not simply one Magical Girl," Homura broke in. Everyone looked to her as she continued, "Walpurgisnacht is a collective of many different Witches that have somehow managed to fuse together into one over the years. Whether or not it's a Hive Mind or if the original Witch simply puppets the others, I don't know, though given the appearance of her, I would not be surprised if it was the latter."

"Like that Familiar we just fought, but with Witches instead of people" Nagisa enquired.

Homura nodded.

"What does she look like" Mami asked as she finished up her food.

"A Female Jester Doll. Of the sort that might show up in a puppet show in a circus. Her familiars reflect the circus theme." Homura answered.

"I see," Mami mused. "Do you have a map of the city by any chance, we may as well start discussing our plans now as any other time and it would be useful to have a map of the city for this."

Homura nodded and produced a map from her shield. Everyone moved their dishes as she spread it out on the table.

"She comes," Homura stumbled for a moment before regaining her footing, "will likely come, from this direction out at sea" Homura said as she drew an arrow on the map with a pencil. "To normal people it will be seen as a hurricane of massive proportions and the damage will reflect that. Anyone normal caught out in the open will die. She moves relatively slowly, but is extremely hard to damage."

"What about her Labyrinth," Madoka said as she looked at the map, "I thought Witches and Familiars needed those to survive?"

Homura's lips thinned as she looked at Madoka, it seemed almost that she was annoyed or angry that the girl was present. Madoka blushed and hunched in on herself.

"Walpurgisnacht is different. Undoubtedly when she first came to be she needed Labyrinth, but as I said, she's managed to find a way to fuse or control other Witches and absorb their strength. Thus, she is powerful enough to turn the world around her into a mobile and visible labyrinth. It's part of what makes her so dangerous. She distorts reality even moreso than other Witches."

Mami nodded as she traced an invisible line on the map with her finger. Her next question was light and casual, "so, you've fought her before then? Or is this all hearsay?"

Homura stared at the older girl, her gaze stiff. Mami smiled as she looked up at Homura, but it was the same sort of smile that she'd used when she'd warned Homura off from ever seeing her again a few days before.

A few moments passed, but then Mami's gaze softened slightly as she seemed to recall something.

"Anyway," Mami said, as though the tense moment had never happened, "the main problem to me seems to be simply wearing Walpurgisnacht down. One method of doing this could be lying in wait and ambushing the outlying Witches piecemeal. We let Key free their souls and remove them from the fight and then move on to the next. We would work our way inwards for this idea until, optimally, Walpurgisnacht will be completely devoid of support, allowing us to fight her directly. Do you need a Witch to be defeated before draining the despair within them?"

The last question had been directed at Key, who shook his head.

" _Not necessarily, it's just that no Witch ever really stays still or stops trying to kill me long enough for me to do it."_

Mami nodded, "right, so it appears that we'll either have to wear each Witch out, or find a way to keep them incapacitated long enough for Key to purify their Grief Seeds." A thought seemed to occur to her and she turned back to Homura.

"Are all the collective Grief Seeds kept in one spot or are they carried with the Familiars and Witches that I assume Walpurgisnacht deploys?"

Homura looked down, seeming to think about something. Finally, she looked up, "it varies. Due to her overwhelming power, she often deploys various Witches to search the surrounding area for victims. However, if she thinks that she's close to losing a Grief Seed, she'll attempt to withdraw it into the main body to allow it to recuperate."

Mami nodded, "in that case, it certainly might be possible to whittle her down if we can capture the Grief Seeds and have Key take care of them piecemeal."

Key nodded, though he looked a bit uncertain at the thought.

" _Walpurgisnacht will surely realize what we're doing eventually. She'll try and stop us. Though, hopefully she'll be weakened enough by that point that she won't be able to."_

"Maybe, when she's lost enough Witches, she'll start needing a Labyrinth again," ventured Nagisa.  
Homura shook her head, "no, she's absorbed enough power out of them that she could lose them all and still go on. She isn't the Queen of Witches for nothing."

Mami contemplated the map once again before looking at Homura.

"I assume that your planning delaying tactics and bomb traps to keep her and her Witches off balance so that we can take care of them in manageable groups?"

Homura blinked at the insight, then nodded as she moved over and drew a few x's to mark spots.

"These spots are the most convenient for it I think. They form paths of least resistance that the Witch's and Familiars will likely take."

Mami nodded before taking the pencil and marking a few more spots.

"These are places where Witches and Familiars hatch or are drawn to regularly. It stands to reason that Walpurgisnacht's minions, or even Walpurgisnacht herself will do the same."

Key took his turn speaking, _"a part of that may depend on where we are. Walpurgisnacht has made her life based on absorbing as many Witches and Magical Girls into her as possible. She's no doubt insane like any other Witch or Familiar, but insanity doesn't mean she can't think a bit. She'll be drawn to the highest concentration of 'food' she can find, or what's most attractive to her. That might mean us as we're a bit more energy full than normal humans, or it might mean the evacuation centers full of enough helpless humans to justify leaving us behind. We're gonna have to try and prepare for all outcomes."_

He looked down, seeming to contemplate something to himself. Then he glanced around at the three Magical Girls in the room.

" _All outcomes,"_ he seemed to mutter to himself.

They chatted on for a good while longer. Ideas were brought up, bandied about, approved of or discarded. Homura had a wealth of knowledge and experience and could answer most any question about Walpurgisnacht that anyone else had. Mami was helpful in giving advice on the various strategies and tools they could use, from enchanting various normal equipment such as artillery (to give it extra punch against Magical Enemies), to coming up with various ways that they could combine their powers to greater effect. Nagisa mostly sat and absorbed it all while occasionally asking clarification for something she didn't understand. Key often speculated about how they could possibly use their powers to effect against specific Witches and what to do with their powers, since he could cleanse their Soul Gems on demand and thusly, eliminated their dependence on Grief Seeds.

Sayaka and Madoka were not left out, though Sayaka talked more. As time wore on however, something seemed to occur to Madoka and she tried to get everyone's attention. After a bit, she finally managed it and they all looked at her. She blushed slightly but turned to Mami regardless.

"Yesterday, you said that something happened while you two were, um, 'indisposed' in the Witch's Labyrinth?" Madoka asked.

Everyone turned to look at Mami who glanced at Nagisa in response. The younger girl looked back at her and shrugged her shoulders, so Mami turned back to the others.

"Well, after the Witch . . . ah . . . took care of me, I woke up inside my Soul Gem."

"How does that work?" Sayaka asked.

Mami pursed her lips, "I'm not quite sure. I mean, my body wasn't exactly functioning at the moment so I'm not sure how that worked."

" _Hmmm,"_ Key mused. " _I mean, your Soul is the core of your being and your Soul Gem wasn't destroyed. In that sense, with your body being out of commission until your Soul Gem could muster enough energy to repair it, it's possible that you interpreted the inside of your Soul Gem in a way that you could comprehend."_

"What was it like?" Madoka asked curiously.

Mami described the large domed chamber she'd found herself in with the mirrored floor and the golden light as well as the dark black tarry substance growing out of the wall.

" _Likely a manifestation of the grief in your Soul Gem,"_ Key put in helpfully.

Mami continued on with describing what happened. She had to admit that it sounded very surreal when she talked about it here and now. Though then again, was she really in any position to judge what a normal life should be like, considering she was a Magical girl?

" _Hmmm, I wonder who he is?"_ Key said simply as he turned to look out of the window.

"What do you mean?" Homura asked as she looked between Mami and Key.

" _I wonder. A being like the one Mami described, someone or something that powerful. Marethil sounds like the same person who encouraged me to come and find you Homura. I wonder what his stake in all of this is."_

"He seemed nice," Nagisa put in helpfully as she chewed on some rice.

Homura contemplated this news. She was already overall thrown for a loop with Key's appearance and meddling, but now another even more powerful creature was trying to 'help them' apparently. Homura wasn't sure if she should be hopeful or suspicious about it. Suspicious probably. Kyubey had taught her the danger of taking help at face value.

"I have to admit, he was unlike anything I've ever seen even during all my years as a Magical Girl," Mami quipped as she grabbed some more food.

Key nodded in assent, " _me too. Though, then again, my focus before wasn't really 'eldritch creature' research."_

Key's expression changed suddenly as a thought occurred.

" _Which reminds me, there's something I need to do back at the hospital, if not today, then tomorrow at least."_

Everyone looked at him curiously, sans Homura who just stared at him.

" _There was a guy in the hospital who was suffering from a mental disease. I didn't have time to help him before because . . ."_ Key glanced over at Nagisa and everyone seemed to get the message.

"But now you want to go back and help him," Mami said with a kind smile. Key nodded and Sayaka spoke up.

"Cool, I can visit Kyosuke and while we're doing that, you can swing by this guy's room and you can help him, what's his name?"  
" _Fuminori Sakisaka"_ Key said as he stood up. Homura, however, abruptly stood up.

"And what if that creature has returned? Is it wise for Madoka and Sayaka to go when even a Magical Girl would have trouble fighting something like that?"

"Hey!" Sayaka protested, "we can look after ourselves!"

Homura ignored her, focusing her gaze on Key. He shook his head, " _we managed to come out alright before, didn't we? I'll be able to sense her long before we run into her, so I'll let you all know so they can stay behind."_

"He isn't our problem" Homura said resolutely. "Walpurgisnacht is coming, and we need to plan out how we will deal with her. This is a side issue that will take time away from that."  
Mami shook her head, "we still have some weeks left before Walpurgisnacht will arrive according to your calculations Homura. I'm sure a simple trip to the hospital won't affect any plan we come up with. But what's this creature you two are talking about."

To the surprise of the girls, Homura seemed to shiver. It was so subtle that they weren't even sure it had happened, but the temperature of the room seemed to drop dramatically. Homura simply stared ahead, silent.

Key finally responded, " _when Homura and I were, uh. Trying to make sure that you were alright before the meeting, we-"_

Sayaka cut in, "you were stalking us?!"

Key blushed and grinned sheepishly. Sayaka scoffed with a sardonic look on her face and looked ready to speak some more, but Madoka laid a hand on her friend's shoulder.

"Hush Sayaka, let him finish."

" _Anyway, as we were walking past the mental health section of the hospital, something felt off so I insisted we investigate. All of the staff were gone and we eventually got to Fuminori's room. There was something inside of it that didn't sound or feel right, and it was talking to him."_

"Was it a Witch?!" Nagisa blurted out.

Key shook his head, " _no. It felt much different than a witch. Wrong in a different way you might say."_

As Key described Saya, Madoka noted with shock that Homura definitively did shudder and seemed to clutch herself for a moment, as though afraid. Unseen to the others, who were all focused on Key, she reached out a hand and patted Homura on the arm. Homura twitched and looked over at her, a look of surprise on her face. Madoka smiled while gently squeezing Homura's arm and, after a moment, the raven-haired girl seemed to relax.

"If we're gonna go to the hospital, we should probably go soon" Sayaka said as she looked at her phone's clock. "Madoka and me usually eat dinner with our families on Saturdays, so we gotta get back before then."

" _I'm ready to go"_ Key said as he stood up.

"Easy for you to say Key," Madoka said with a smile, "you haven't eaten anything."

Mami felt a tug on her sleeve and looked down to see Nagisa looking up at her. The little girl's expression was nervous and she stuttered a bit as she tried to speak.

"M-mami, I don't-don-don't want to . . . to."

"To what?" Mami asked, slightly confused. She wondered what had caused Nagisa to act so uncomfortable, the only other times she'd seen the younger girl so agitated was inside Mami's Soul Gem and last night when she'd been missing her moth-.

It hit Mami like a ton of bricks. They'd been discussing going back to the Hospital, and who had Nagisa known who had recently died in a Hospital. Mami felt like slapping herself, of course Nagisa wouldn't want to go back there, even aside from her mother having died there, the Hospital was where she'd become a Witch so it made sense that she'd want to avoid the place. She placed a comforting hand on Nagisa's shoulder, then turned to look at the rest of the group.

"Um, actually girls, I don't know if I'll be able to go with you to the Hospital. I have to stay here and watch after Nagisa. You can call me when your done and we can go somewhere afterwards, but I don't think that I'll be able to go with you."

"Why not, can't Nagisa just come with-" began Sayaka, but she stopped as realization struck her.

"Oh, okay, that makes sense."

Key smiled as he looked at the two of them, " _don't worry Mami, it should be a pretty simple thing to do! Don't feel bad."_

Homura stared at the two of them, then seemed to sigh.

"Very well. If you are going to stay home, then you can do some research on Walpurgisnacht. I have some resources that I can share which will aid in planning to defeat her."

Mami nodded, that seemed reasonable enough.

"Make sure to call me if you have any trouble or need my help. We did exchange phone numbers, right?"  
"Yep!" Sayaka said brightly and Madoka nodded in response. Everyone turned to look at Homura who shrugged.

"I don't have a phone" she said simply.

Sayaka gasped in mock horror, "how have you survived in this world."

Homura stared with a deadpan expression at the blue haired girl who just grinned unabashedly at her.

" _Telepathy can work just as well as phones, better even,"_ Key said mildly as he stood up and hopped off the table where he'd been sitting. Homura stood and began pulling several maps and papers out of her shield. She laid them on the table and began pointing to them each in turn while looking at Mami.

"These are profiles on the more powerful Witches that Walpurgisnacht deploys that I've managed to research, here are possible locations for weapons raids that we could possibly employ, and this is a list of Witches that I've scoped out as being in our general area and thus, available for harvesting Grief Seeds."

Homura nodded, but glanced at Key during the last statement.

"We'll need to discuss what to do with Grief Seeds tomorrow, considering what they are."

Key nodded, though Homura did not look enthused at the prospect. Madoka and Sayaka had gotten to their feet however and were moving towards the door.

"Bye Mami! by Nagisa! Should we meet for breakfast tomorrow?" Madoka asked as she turned and waved to the two girls still sitting down.

Nagisa waved enthusiastically back and Mami smiled as she thought, "well, I do know a good Donut shop if you want sweets for breakfast. It's not too far from here and I used to go there with a friend. She loved to pig out on junk food so we went there a lot."

"You mean that Kremie Krisps?" Sayaka asked. Mami nodded and Sayaka grimaced, "eh, I'm not really in the mood for more sugar soon."

"Okay, well, we could meet here for breakfast" Mami replied after a moment's thought.

Madoka looked a bit uncomfortable, "but you've already done so much cooking for us Mami, I don't want you to feel like we're taking advantage of you."

Mami waved the worry off, "oh no, don't feel like that. I love having friends over and I like cooking for them. Really, I do."

A moment of silence followed, then Key straightened up, " _well, sounds like we've got that settled. See you later Mami. Ladies, shall we make our way to the Hospital?"_

Madoka and Sayaka smiled as they walked out of the room, quickly followed by Homura and Key. The door shut behind them, leaving Mami and Nagisa alone. There was a moments slightly awkward silence before Mami turned to look at Nagisa.

"So, what do you like to do for fun?"

Nagisa thought for a moment, "well, I like to eat Cheese, it's really tasty. I like to watch stuff on TV. I also like . . ."

* * *

The afternoon sun was very good at making the Hospital look warm and friendly. Nowhere you'd have ever expected eldritch creatures to have taken up abode at all. Still, Homura and Key eyed it cautiously as they walked towards it with Sayaka and Madoka in tow. The receptionist knew Sayaka and Madoka well (Sayaka was a regular visitor as was Madoka, being her best friend), and cleared the four of them without a second thought.

As they walked, Madoka and Sayaka discussed whether or not they should or could, bring some of Mami's best food along next time.  
"I mean" Sayaka said, "I know the stereotype is that Hospital Food tastes horrible, but I'm not so sure how true that is."

"I don't know, I've never really stayed in a hospital before" Madoka supplied.

" _I've never really eaten, or at least, never really stopped to dwell on the taste of much before"_ Key chimed in.

There was a second's silence as the three contemplated this. Then Madoka turned to Homura, "have you ever stayed at a Hospital before Homura."

Homura blinked as she looked at Madoka before turning back to stare ahead. After a moment of contemplation she gave her answer.

"Yes, I have stayed at a Hospital before."

"And, what was the food like?" Sayaka asked curiously.

Homura once again waited a bit before answering, "it's bland. Mostly because you're just experiencing the same thing over and over again."

Sayaka blinked at the description, "I guess. But couldn't you do something to change it? I don't know, mix it up a bit. Get a different meal?"

Homura twitched imperceptibly, no one but Key and possibly Madoka noticed.

"Patients don't control what their given, they just have to work with it. To change it requires others to help."

Sayaka thought for a moment, then nodded.

"Yeah, I can kinda get where your coming from. So Madoka, you think we can get Kyosuke some good food?"

The conversation continued on between Sayaka and Madoka as they made there way towards Kyosuke's room. Soon enough however, they were walking past the entrance to the Mental Health Ward and they stopped. The three girls looked down at Key who had his eyes narrowed and his ears twitching as he stared at the doors to the Ward in question.

"Is she in there," Homura said as she glanced at the doors herself.

". . . . _No, I don't think so"_ Key said as he strode up to the door and stuck one of his tentacles in the lock. " _I can't sense her at all. So I'm pretty confident she's not here."_

"Well, okay then," Sayaka said in response. She made to continue on.

"We'll just meet up later. Give a call if you need help?"

Key nodded at them and the two girls moved off. After a moment, the lock clicked and the door swung open. He peaked inside and then nodded.

" _All clear aside from the patients who're in their rooms._ " He strode forward and Homura followed. Thankfully, the unquiet feeling that had come over her the previous day in this hallway did not reappear. However, as she neared the end of the hallway, she suddenly took note of the atypically wide open door and dimmed lights of the room that had been occupied the previous day by Saya's human partner.

Key seemed to have noticed it too and he sped up, his face growing concerned as he jogged into the room.

" _No no no! He's not here! Where did he go!?"_

Indeed, the room was empty. It was free of any patient and even looked as though no one had lived in it (though that was likely due to housekeeping.) The sheets of the empty bed were folded neatly and there were no personal effects upon the table and chairs that made up the room. Homura gazed around dispassionately, feeling more than ever that this trip had been a waste of time and energy.

" _Where is he, where is he?!"_ Key said, his voice sounding stressed as he scurried around the room, opening drawers and peering under things, as if hoping to find some clue like in a mystery novel.

Homura, standing at the door, noticed a small cabinet set into the wall just beside the entrance. It had a lock on it, but as no one was occupying the room, it appeared to have been left slightly ajar and Homura pulled it open. Inside was nothing but a clipboard with several names written on it. It appeared to be a record of the residents of the room and the times that they had first come in and then vacated it. Several of them had been long-term residents due to injuries. The last name was indeed a long term one with several cited reasons foremost among them was " _head injury and suspected mental trauma/disorder._ " The name and date however was what stood out most to her.

"Key," she said quietly as she walked over and sat down in a chair "something you should see."

Key leapt up onto the arm of the chair and looked. There was Fuminori's name at the bottom of the list with several comments added in by the attendant, a person named Ryoko Tanbo.

 _The subject (Fuminori Sakiska), sole survivor of near-fatal car accident (which claimed the life of both his parents) and receiver of experimental surgery, is to be kept under observation for foreseeable future. Procedure is, as noted, experimental and subject should be observed for any unknown side effects._

The next line dated several days after the surgery seemed to have taken place.

 _Subject has awakened and initially was convinced that he was in a nightmare. He screamed about how everything was horrifying and nearly injured himself in an attempt to escape. This necessitated sedation. The subject was calmer later, blaming the episode on nerves and traumatic memories of the car crash. While possible, it is unlikely as the subject still exhibited signs of nerves and stress that he attempted to keep hidden. Further observation is required._

" _The Agnosia"_ Key remarked idly. Homura nodded, imagining what it might've been like to wake up with the world looking as horrendously it must to Fuminori. They scanned the next entry, dated a few months later.

 _Subject is to be released soon against caretaker's recommendation. Still suspected of having side effects of treatment. However, care time has elapsed and subject is being released regardless. Observation and research will have to continue on through other means._

Homura tapped the date and Key groaned.

" _He was released today?! Really!?"_

Homura nodded, thinking with some reluctance back to when they'd encountered Saya and Fuminori the day before. Hadn't the first thing they'd heard from the pair of them been Fuminori saying that something would be happening the next day? He'd even asked if Saya knew where he lived as though he expected her there.

Well, it was probably out of their hands, at least for the moment so they should probably go find Madoka and Sayaka an-

A soft gasp immediately drew their attention to the doorway and Homura mentally cursed herself as she realized that both she and Key had allowed their attention to slip in their search for clues.

A young woman with teal-green hair, glasses, and a hospital uniform was standing at the door, staring at the two of them, one of her hands holding something behind her back. Her eyes were narrowed as she saw them looking over the residents list.

Homura stood up, ready at a moment to transform as the woman spoke.  
"Who are you two, and why did you come back here?"

Homura opened her mouth, about to think of an excuse of getting lost, but then two things stopped her. Two things that the woman had said in particular.

"What are you talking about?" Homura said quietly as she stared at the woman, "I'm the only one here."  
The woman gave her a blank stare and then looked directly at Key.

"No your not, I can see him too."

Key blinked, his face looking utterly confused, " _but how, how can you see me? Only Magical Girl's can see m-"_

He seemed to realize something and made a noise of comprehension as he looked at the woman.

She nodded in response. Homura felt confused as she looked between the two.

"How can you see him? You aren't a Magical Girl, are you?" Homura asked confusedly. She'd never encountered this woman before and had never heard of a Magical Girl so old.

The woman stared at them both, then looked down at Key.

"It's been quite a few years since I've seen one of you. But I never forgot the world you tried to pull me into Kyubey."

It clicked.

"You were a candidate," Homura breathed. It was a bit disconcerting to meet someone this old who was in on the world of Magical Girls. She didn't know anyone personally who refused to become a Magical Girl in the long term. Kyubey was very good at his job after all.

Key grimaced, " _um, sorry to correct you, but that's not my name. I don't blame you for thinking that, but uh, my name's Key."_

The woman tilted her head, "how does that work, I thought you didn't have individual names?"

Key blinked, _"how much do you know?"_

The woman smirked, "enough to not become a Magical Girl. Enough to know that things exist that most people think are make-believe."

Her face hardened, "now, answer my first question. Why did you come back here and what are you doing here?"

" _How did you know we've been here before?_ " Key asked incredulously.

The woman jabbed a thumb back over her shoulder at the hallway and they looked. Nestled up in the corner of the hallway near the ceiling was a security camera. Homura had nearly forgotten that this hospital had those, due to reliving the same month over and over again.

" _Wait, if you know we came here yesterday"_ Key said with some nervousness, " _then you must have seen . . . her."_

The woman blinked, "her? If you're talking about the big blobby flesh thing" she broke off and shuddered violently, looking as though she wanted to close her eyes. Then she continued.

"If you mean that, then I didn't even know it had a sex."

Key nodded, " _yes, that is what I meant. But, if you want an answer it's simple enough. I wanted to cure the man who was living here up until this morning."_

The woman shifted, looking at them. Then she sighed, "I thought he was hiding something, but the higher ups wouldn't see it. He got too good at acting normal so they forced me to let him go."

Only then did they notice the woman's name tag perched on her white hospital coat.

"So you're Ryoko Tanbo," Homura observed mildly.

"Yep," she said shortly as she looked Homura over. "And I'm assuming your another Magical Girl that this one suckered into a Faustian Deal. That right?"

Homura blinked, then nodded slowly. Ryoko glanced at Key before looking back at Homura, her eyes furrowed.

"I suppose you don't know about what he really wants. About the truth of Witches and how the relate to Ma-"

"Yes, I do," Homura interrupted. "I know about how Magical Girls become Witches, but I am curious to know how you found out."

Ryoko sniffed. "First, what are you going to do about Fuminori and his little friend. Didn't think she was a Witch, but I wasn't sure. Are you here to hunt her down?"

Key shifted slightly, " _uh, that wasn't the original goal. But I did say yesterday that if I caught her doing anything bad that I would. So, if she's been doing something bad, yeah I guess I would go looking for her."_

Ryoko stared at Key with narrowed eyes for a good long minute. Key looked supremely uncomfortable as Homura prepped to change into her Magical Girl outfit and stop time if need be.

" _Maybe"_ Key said slowly. _"We could exchange what we know. I think we can agree that this is kind of weird for all of us, but I get the feeling that we have similar goals. Maybe if we talk it out we can help each other."_

Another long moment's contemplation passed. Then Ryoko sighed, "fine, it's not like I couldn't use some help dealing with this."

Her hand that she'd kept behind her back was brought forward and both Homura and Key started, Homura internally and Key externally. She'd been holding what looked like a military grade shotgun behind her back with a finger on the trigger.

" _What was that for?"_ Key asked incredulously. Ryoko gave him a condescending look, "you really think I'm stupid enough to not carry a weapon around when I'm going to potentially be dealing with things like that blob monster that you fought off yesterday?"

Homura nodded slightly, conceding the point. It wasn't unlike herself actually, though she took it to a far deeper extreme. Her only specialized magical power was time stopping so she'd mostly had to rely on conventional weapons and a few trained base Magical Girl skills. She could well understand Ryoko's wish for protection against the eldritch monsters she must've had experience with.

Ryoko moved towards one of the chairs and motioned for the other two to join her. After a moment's hesitation, they both sat down. For a few moments, both sides stared at each other across the table. Then Ryoko blew some air out of her mouth.

"Well, let's share."

* * *

 **Author's note: I think its going to be a theme of chapters growing far longer than I thought they would. This didn't even bring us up to the same point in time that the last chapter did. However, it was already monstrously long, so I figured it should be split into two parts. The second part will be (hopefully) shorter and published sooner than usual.**

 **Not much action in this chapter, but it was mostly about the group trying to get their dynamics figured out as well as beginning to plan for Walpurgisnacht. Mami and Nagisa's relationship gets a bit more time to develop as well as each person's worries about each other (Key and Homura's for Mami, Mami for Nagisa etc. etc.).**

 **Hope you enjoyed the POV from the Familiar. A few chapters ago, one of my reviewers asked about what happens when Key frees a Familiar turned Witch. Well here's the answer. Familiar's gain power and identity by absorbing the minds of humans and this would persist into their Witch Form.**

 **While Saya didn't return in this chapter, her story has and it's safe to say that she's not going to fade off into the background for quite a bit. I hope you enjoy what I have planned and I hope I can do it justice. Perhaps I shouldn't be mashing things together like this, but, for the overall idea I have, I think Saya fits. I suppose whether or not you enjoy my additions and reworking of the canon is just part and parcel of this sort of things. I'd understand if you didn't but would love to hear it if you did.**

 **Next chapter will hopefully see the wrapping up of this trot with the main group and we'll begin alternating between the main group and Kyoko and Oriko's group. Different 'POV' chapters per se may be one of the only ways I'll be able to keep the story coherent so I hope I do it justice. Originally this was going to include both the main group and Kyoko's group, but it was too much for one chapter. It likely would've gone on for 50 pages if I did that.**

 **Anyway, hope you enjoyed it! Drop me a comment if you did and have a great day!**


	7. Readjust, Train, and Plan - Part 2

_**Author's Note: Weeeeeellll. Heh heh. I truly did mean to get this out earlier. Really, I did. But anyway, I hope that you'll enjoy what I've managed to finally finish after 3 months. Enjoy!**_

* * *

 _ **Soundtrack: Saya No Uta OST – Song of Saya 1**_

The Hospital room was silent as the three people sat still. Dr. Ryoko stared at the girl in casual clothing who had a white-cat like creature with piercing blue eyes perched on the edge of her chair. The two sides stared each other down.

Key glanced back and forth between the woman and the girl and then spoke tentatively.

" _So . . . uh . . . can you tell me about Fuminori?_

Ryoko's eyes narrowed.

"That would violate Dr. and Patient confidentiality," she said stiffly. But then she seemed to slump a bit and sighed.

"But given the circumstances . . . I don't think I have much choice. Up until a bit ago, Fuminori was just a liar. I could tell he was faking being normal again. It was in his body language and other subtle hints. He flinched if someone walked up behind him and when he thought no one was looking, he would look like the world caused him physical pain. He seemed disgusted with any sort of food or drinks that we brought him too. On a suspicion I asked his friends what his favorite food was, and then gave it to him without telling him what it was instead of the normal hospital food he got everyday. Same thing happened, he looked disgusted with it and could barely force it down. I even asked him how he liked it, calling it a different kind of food and he hadn't noticed that it was his favorite"

"But?" Homura prompted, wishing the woman would get to the point.

"Another scientist from the hospital went missing awhile back. Dr. Ogai was a bit of a strange man, always talking on how we shouldn't be afraid to try new things to evolve the Human species. He was a major proponent and driver behind the experimental surgery for Agnosia that Fuminori got. But a few months ago he went missing. Strange enough on its own, but then a few weeks later, Fuminori started asking after him. He said that Dr. Ogai had visited him and he wondered where he'd went, but I could tell he was lying."

" _So, you think the two incidents are related?"_ Key asked curiously.

Ryoko grimaced, "not conclusive evidence I'll admit. I'm not even sure if Ogai's disappearance is connected to Fuminori and that thing that's been haunting this wing of the Hospital. But it's a pretty big coincidence if it's not related. But anyway, the mental states of the patients in this wing started to get worse all of the sudden. They'd complain that there was a monster lurking in the halls but we never saw it. Staff did feel extremely uneasy at times, almost as if something was watching them. But we never caught it, it was too clever. Or perhaps it just naturally got people to avoid it by its very presence. I've been trying to catch a glimpse of it, to find out what it wants for awhile now. Do you know what it wants?"

Key blinked and looked over at the bed that Fuminori had been laying in.

" _Not really. When we confronted her, she was talking to Fuminori normally, and it sounded like he was giving her directions somewhere. She seemed to be concerned that he was having trouble acting 'normal.'_

Ryoko nodded, "and then she tried to eat you. I saw it on the camera." She shuddered once more, more violently than before. Something sprung up behind her eyes and Homura grimaced as she saw the selfsame fear that she had reflected in the Dr.'s eyes.

Key seemed to notice too because a look of pity came onto his face.

" _I'm sorry you had to see that. She looked weird even to me."_

"Weird nothing. There was something just . . . wrong about her. Like someone took something normal and . . . broke it." Her voice was quiet as she glanced out the window for a moment. Then her gaze snapped back to Key.

"So what's your alibi Kyube- . . . whatever you said your name was? To start with, last I recall your eyes weren't blue, they were red. Why are you different?"

Key shifted slightly uncomfortably, " _uh . . . . I'm not a part of Kyubey's Hive Mind. I'm my own individual. The eyes just sort of happened when I broke away from it. I'm not sure on the particulars of it. But what matters is that I have emotions and the ability to think for myself and I've been trying to help out some of the local Magical Girls."_ Key gestured to Homura to give his story credence.

Ryoko tilted her head, "how? The System you things made was pretty airtight last I saw. Have you been redistributing Grief Seeds? And how did you just get your own intelligence? Forgive me for saying it but how do you go from being a drone to your own individual?"

Homura leaned forward, "perhaps you should tell us how you came to know so much of Magical Girls? In my experience, Kyubey is not free on handing out the sort of information you seem to know."

There was a silence as the two parties stared each other down, before Key sighed.

" _Maybe we should just do the Memory viewer again. It would probably be faster."_

"The what?" Ryoko asked with a cocked eyebrow. Key explained his ability to see memories and she glowered slightly.

"If its all the same to you, I'd rather stay out of doing any sort of mental gymnastics at this point. I feel like I'm giving you more than enough leeway by not complaining about the telepathy. Can't you just speak what your trying to say?"

Homura glanced down at Key in very mild curiosity as he shook his head.

" _My body might look it, but its not laid out the way a normal living organism is, I was just made to look cute so I could . . ."_  
Key stopped talking and glanced to the ground. There was a bit of an awkward silence as he looked away, then he rallied and continued, "w _ell, for example, I don't really have a digestive tract and don't have any vocal cords. Telepathy's more efficient to Kyubey, so, no vocal cords and no spoken words."_

Ryoko nodded but still looked recalcitrant, "still if its all the same to you, I think I'm going to stick to just audibly explaining my backstory instead of whatever psychic stuff you wanted to do."

Key nodded. " _Then please, speak. How did you find out so much about Kyubey and the Magical Girl System without contracting?"_

Ryoko grimaced, seeming to think back a ways. Then she started to speak.

"When I was young, I knew a girl."

" _Oh dear"_ Key thought privately.

"We were friends, best friends since before I remember. As you might imagine, we went to school together. Everything was fine up until we entered High School and then we wandered into an alleyway where reality seemed to distort and everything became horribly Eldritch."

She paused to take a breath before continuing, her voice flat, "we were nearly killed several times before the little white rat-" Key flinched noticeably, "-found us. He talked us up but I got caught by the Witch. My friend made a wish then and there and saved me. From then on, I'm sure you can guess how things went. Hunt Witches, give Kyubey the Grief Seeds, hunt some more Witch's give up some more Grief Seeds."

"Didn't Kyubey try and get you to contract?" Homura asked curiously.

Ryoko nodded, "oh yes, the little thing was very insistent on that point. We tolerated it for a bit, but after awhile my friend lost patience and told him to stop. She begged me not to contract just to help her and I promised I wouldn't. We never really could fully trust Kyubey, given that he basically extorted a wish out of my friend in that Labyrinth and didn't lift a finger to help."

" _You were wiser than a lot of other girls then"_ Key said meekly. He seemed a bit nervous as he stared at the woman before him, who stared blankly at him.  
"Kyubey didn't hang around that much after that. Only stopped by to pick up full Grief Seeds. Of course, being a Magical Girl can be competitive, but my friend was good enough that she got a surplus of Seeds. But then . . ."

Ryoko's eyes grew stormy as she almost glared at Key, who lifted a leg as though he wanted to take a step backwards. But then suddenly, the sound of footsteps was heard as someone came walking down the hallway. Ryoko stood and in an instant, her taut face was replaced by a passive one. She smiled welcomingly at Homura and Key, and at the man in a Hospital Uniform who came walking up to the door.

"Tanbo-San?" the man asked questioningly as he looked past her at Homura, "who's this? You know we aren't allowed to bring people into this wing without written approval."

Ryoko smiled mildly at him, "it's alright Han-San, my young friend here simply got a little lost and I was telling her what we do here in this wing. I must've lost track of time, you know how I do and I'm sorry about that. Could you ever forgive me?"

Her tone was light, almost a bit flighty, as though she had been a bit overexcited about being able to tell someone the inner workings of her job. The man, Han, smiled indulgently down at her, it was apparent that he didn't suspect her of any lie.

"Of course Tanbo-San, just escort her out and try not to lose track of time again."

Ryoko bowed to him and then walked over to Homura with a hand outstretched. Getting the message, Homura allowed herself to be escorted out and walked beside Ryoko as they left the wing. Key followed at their other side.  
"We'll continue in my office," Ryoko whispered, and Homura nodded.

" _Where did you put the Shotgun?"_ came Key's voice, curiosity apparent.

Ryoko merely smirked.

* * *

 _ **Soundtrack: Puella Magi Madoka Magica OST – Serena Ira**_

Madoka shifted slightly as she stared out the window of Kyosuke's Hospital Room. The Sun was starting to get low in the sky and soon would be setting. The sky was growing orange as the light from the great orb reflected onto the wisps of cloud that dotted the sky.

In spite of the warm light, Madoka's face fell. The day had been interesting. Which was fitting considering what things had been like the day before, but now that she had a moment to herself, her thoughts returned to Kyubey and the mess that their lives had become.

Witches, those things that had so disgusted and horrified her, that she had so disliked for being so selfish and evil, were nothing more than the imprisoned and suffering souls of other girls. Madoka felt slightly sick for ever thinking that they were so evil, for not realizing just how much they had to be hurting. How little she had understood. How many of them had been like her?

If Key and Homura hadn't intervened, she was sure that she and Sayaka would've made wishes eventually. Kyubey would've had them hook line and sinker and then they would've gone on to become Witches and hurt other people. Madoka didn't want that! All she wanted was to help people, to do something useful for once!

Key and Homura. Madoka frowned slightly as she thought of the two. Homura seemed stoic, near emotionless, and seemed to not care about anything. And yet, she'd been trying to help them the whole time and had tried to warn her and her friends about the dangers of Witches and becoming a Magical Girl. But, Madoka wasn't even sure why, she felt like Homura was in pain, like she'd been suffering for a long time and really needed a friend or someone to look out for her. Madoka couldn't forget that dream she and Sayaka had had the night before they'd met Homura (they really needed to talk about that more, come to think of it). The dream too had given the feeling of someone at the end of their rope who was nevertheless fighting onwards. Madoka couldn't shake the feeling that Homura, as capable and powerful as she seemed, really needed some help, possibly even someone to look after her. At the very least, she needed a friend.

But even that seemed to lead to something strange about the girl. Madoka wasn't blind to the fact that Homura seemed somewhat dismissive to everyone on principle, as though she considered them a bit of a hindrance to whatever her goals were. Everyone that is, except for her. Somehow, for whatever reason, Homura seemed to care about and value what she said and did. Madoka didn't think that they'd met some time ago in the past (no matter what Hitomi said) but she could not shake, no matter how much she tried, an overwhelming feeling that they **had** met before somehow. She couldn't place the feeling and had little basis for it, but she could not make it go away.

And because of this, she found herself feeling concern for the black-haired girl. Whenever they were together, she noticed twitches and little tells that seemed to indicate that Homura was tense or uncomfortable. It was honestly a bit disconcerting to feel like she knew someone so well, even when she was sure that she'd never seen her before about a week ago. But still, she wasn't going to let that stop her from trying to help Homura where she could, no matter how little that was.

And then there was Key.

In the short time that Madoka had known him, she'd found that she liked Key. Especially when put into the context of comparing him to Kyubey. Kyubey had been polite and had seemed slightly interested in her. But looking back, it was easy to see that this had all been merely surface level and that he'd more been hoping to find a way to get her to make a contract. Key on the other hand had been working hard to try and help her avoid that fate. Given what she now knew about Kyubey and the contracts he gave out, this automatically gave Key a much better first impression than Kyubey ever had. Also, she hadn't been unaware of the fact of how Key had seemed to want to tell them as soon as possible, only held back by Homura. Madoka had wondered why Homura hadn't told them, but their conversation earlier that day about how she'd done the same thing and how horribly it had gone with some other Magical Girls had cleared that question up.

Overall, Madoka was very grateful to know Key and hoped to get to know him more. He seemed nice and like he really wanted to help them. Though she did feel a bit worried about him. She had noticed that after he'd saved Mami, he'd had a lot of trouble adjusting to whatever changes had been happening to him. Madoka didn't quite know what to do, but she didn't want him to agonize over what he'd done in his past, or rather what he hadn't done. As far as she could tell, he was about the same as a newborn child, sort of. He definitely had more raw knowledge and maybe even wisdom than a newborn child, but as far as she was concerned, anything he'd done before he got emotions wasn't his fault. He'd said it himself, he was part of Kyubey then, so if anyone was to be blamed, it was Kyubey. Honestly, she was more admiring of him for ever managing to grow beyond that Soulless thing that he'd been before. Still, she wondered worriedly if something might happen to him if he didn't let go of his grief over what had been done using his body before he was 'born'.

" _Madoka,"_ it was Key's voice and she started slightly before acknowledging that she'd heard him.

" _The situation's a bit more complicated than we thought, but Homura and I are dealing with it. We'll be along shortly if all goes well."_

" _Okay, don't be too long Key! You too Homura, maybe you could meet Kyosuke!"_

There was a short pause before Homura's reply came, quiet even in telepathic form.

" _Maybe another time Madoka . . . but thank you."_

The connection cut and she shifted slightly as she heard Sayaka ask what Musician she and Kyosuke were listening to. The Bluenette had once more pulled out a CD Player and she and Kyousuke were listing to a Classical Violinist. Madoka had been proud of Sayaka for putting so much work into looking up new Violinists and getting stuff that she hoped would cheer Kyosuke up. The Pinkette liked Kyosuke and considered him a friend, but she would agree in an instant that Sayaka was far closer to him than she was and that such a gesture meant more coming from her.

However, Madoka stiffened as she heard Kyosuke's next sentence, it sounded frustrated.  
"Cut it out, it's like your trying to hurt me."

Sayaka froze and Madoka could see the hurt move across her best friend's face. She reached out a hand to put it onto Sayaka's shoulder, but Sayaka leaned forward, not seeing Madoka's gesture.

"What do you mean, I thought you liked this stuff Kyosuke-"

"I don't want to hear this crap anymore!" Kyosuke's voice ratcheted up, pain and frustration evident.

"What's the point if I can't play! I just . . . I just . . ."

And with a frustrated howl, Kyosuke brought his hurt hand smashing down on the CD player. The device splintered, the CD breaking into shards, a few of which cut into his palm and he lay there shaking. Instantly, Sayaka had reached over and grasped his hand, holding him from any more attempts to break the Player and injure himself more.

"Madoka" Sayaka looked back at her friend with wide eyes, "run and get the Nurse!"

Madoka nodded and sprinted out of the room. After a minute or so, she'd found the acting Nurse for the ward and appraised her of the situation. They both dashed back to the room and rushed in. At first, all Madoka took in was Sayaka still standing over Kyosuke, who was still sniffing deeply. But then she noticed that Sayaka was staring out of the window. She followed her gaze and almost felt as though her heart had skipped a beat. Out of the open window, perched on the railing, sat Kyubey. He was staring intently at Sayaka with his blood-red pupil eyes, that small smirk perched forevermore upon his face.

* * *

Ryoko's Office as it turned out was rather cluttered, mostly due to an abundance of filing cabinets (all of which had some measure of lock on them). As they entered, Ryoko locked her door and drew a curtain, as well as glancing up and down the hall to make sure no one was following them. Then she drew up two chairs to the front of her desk, speaking as she did so.

"I apologize for the lack of space, but I prefer to keep my patient's information close at hand." She strode around and sat in her chair, placing her elbows on her desk and her fingertips together.

"Now then, where were we?"

"You were explaining how you knew about Kyubey and Magical Girls" Homura said mildly as she smoothed out her skirt.

 _ **Soundtrack: Madoka Magica Portable OST – Cubiculum Coniecturae**_

" _But first, what happened to the shotgun!"_ Key said curiously. Ryoko smirked yet again.  
"Trust must be earned. But where were we in the story? . . . Ah yes. Well, one night after we'd noticed that some of our . . . shall we say competitor Magical Girls had gone missing, we noticed that there were a lot more Witches than usual. Eventually we found a nest of several that had somehow fused all their Labyrinths into one. The weirdest thing was, this Labyrinth was right over what we'd been sure was the base of a Magical Girl Gang that had been giving us trouble. Before we could decide to try to tackle it ourselves or to barter for some extra help, it started to move and we had to try and stop it. It was headed for a shopping Mall and we knew that it would start gobbling up people left and right if it ever got there."

Ryoko's face fell and her hand seemed to twitch, as though she wanted to grab something. She took a deep breath and then forged ahead.

"It was hard going, especially since it was just one Magical Girl and me against 5 Witches. About the only reason we managed to survive was because their minions got in each other's way half the time. But anyway, we killed off each Witch piecemeal-"

"How," Homura asked curiously, "how did she fight 5 Witch's at once?"

"It wasn't at once, each Witch was set up at different points in the Labyrinth. My friend, she kept getting more and more banged up, but she refused to stop. I even told her we needed to get out, but she wasn't willing to let the Witch's get to the shopping mall and start killing people there."

The woman looked slightly pained and sighed very deeply, "I should've seen the warning signs. She was starting to get irritable and even snapped at me. She never would've done that normally, but all that Grief building up in Soul Gem. . . . She even refused to use a Grief Seed to purify it, I should've made her . . . Anyway, we finally managed to get to the last Witch, but she could barely fight it. She . . ."

Ryoko lapsed into silence. With a shaking hand, she reached up and pulled her glasses off, covering her eyes with her other hand. They sat there for a few moments in an uncomfortable silence. Key, and even Homura felt some sympathy for her. They wondered how long it had been since she'd last talked about such traumatic events. Maybe she'd never talked about it.

Finally, the woman continued.

"She spiraled. It was too much. Her Soul Gem suddenly started changing and she fell over. The Labyrinths became even stranger as she changed and I think I barely avoided getting killed. Still, after it had calmed down, the one Witch was still there and she wasn't any less hungry. It grabbed me and was about to eat me when another Witch came out of nowhere and attacked it."

Homura blinked, tilting her head in confusion. Ryoko waved her hands in the air in response, "I don't know why. But the new Witch, my friend, fought the other Witch to protect me. I know it sounds nuts, Witch's are supposed to kill people, not protect them, but she did. And after she'd killed it, she ignored me. Well, not entirely, her little minions grabbed me and threw me out of the Labyrinth, but otherwise they didn't hurt me."

" _I have an idea"_ Key said as he looked upwards with a contemplative expression.

" _What was your friend's wish? Be specific, what was it?"_

Ryoko had narrowed her eyes, but, after a few moment's contemplation, seemed to find no fault with answering the question.  
"It was 'I wish I could protect Ryoko from harm.'"

Key nodded, " _well, wishes don't stop when Magical Girl's become Witches. Especially if there for someone else. Say a Magical Girl wished to heal someone else, or to give someone else extraordinary abilities, or like your friend, to help them avoid harm. It's not foolproof, in my experience Wishes can't stop every conceivable form of hurt, but they often act like safeguards, especially if someone's in an especially dangerous situation. Sometimes a wish like your friend made will activate to save them from death, or at least to give them a fighting chance. But in your case, I'll wager that because your friend specifically wished that she could protect you, then that held true even as a Witch. If she'd met any other Magical Girl or Human, then she would've behaved like any other Witch. But because she made her wish for you, she protected you and then pushed you out of the labyrinths to protect you from possible further harm."_

Ryoko sniffed slightly and put a hand to her chest. Her eyes looked slightly wet. Homura looked down, seeming to be thinking to herself.

" _I'm so sorry"_ Key said sympathetically as Ryoko seemed to grasp at something against her chest.

After a moment, Ryoko dried her eyes and put her hand down. She looked at Key with a studying glance, as though trying to figure something out about him.

Eventually, she shrugged, "well, that's how I know so much about the system. Kyubey showed up a few more times, but stopped coming round once I became an adult. Guess he realized that I wasn't going to contract after that so he stopped trying to recruit me. I've spent the majority of my adult life getting well acquainted with as much Science, Psychology, and other stuff on how things work as I can. Plus investigations into anything . . . "not normal" to put it one way. Most things are dead ends, if they did exist it's like something drove them away or they're just fakes. But I've found enough weird stuff to make sure I never thought my younger days were just something I dreamed up. Stories that can't be explained, stuff most people take for local legends. Sometimes that's all it is, but sometimes not. Though the blob monster-"

" _-her name was Saya._ " Key put in.

Ryoko looked mildly annoyed at the interruption, but nodded anyway, "Saya then. It was the first thing that came to me, rather than me going out to look into it. "

There was a small silence before Ryoko asked Key, "so just how did you get to be your own individual person?"

Key sighed and related an abridged version of his story.

"-and then I met Homura here and we've been helping each other ever since."

Homura nodded, drumming her fingers on her knee. Feeling a bit left out of the conversation, she spoke up.

"Now that we've exchanged stories, may we get to the point of this meeting? As far as I am concerned, the creature we encountered is gone and is unlikely to trouble us again. However, if I am correct, you are likely to be continuing investigations on your own?"

Ryoko nodded, "indeed, in addition to my investigations of my colleague Dr Ogai, finding and neutralizing this thing called Saya is one of my high priorities. Given that it tried to eat you, I doubt that it's going to simply vanish and not harm another human being again. But now the real question. Assuming I find her, what are you two going to do about it?"

Key and Homura glanced at each other.

" _One moment"_ Key said to Ryoko. Then he spoke to Homura alone.

" _I think we should help her if she finds Saya."_

" _As I said before, it's not our concern."_ Homura stated mildly.

" _Saya's likely a threat to any and all humans. Plus, think about it like this. Kyubey's here to harvest a small part of Humanity and doesn't care about the rest. Do you think that something like Saya really is going to just sit around and not do anything? What if she wanders around and decides to start feeding in the suburbs where Madoka and Sayaka or even Mami and Nagisa live?"_

Homura didn't react much, but Key did note the tiniest twitch in her eyes when he mentioned Madoka's name. Still, she was quiet for a moment as she considered things. But before she could respond, Madoka's telepathic voice cut through their conversation.

" _Key! Homura! Kyubey's here and I think that he's trying to get Sayaka to make a contract!"_

* * *

 _ **Soundtrack: Puella Magi Madoka Magica – Anima Mala**_

Madoka finished her message to Homura and Key as the nurse hurried over to Kyosuke, brushing past Sayaka. After a moment Kyubey hopped down from the railing and strolled into the room. He rounded the bed and padded towards Sayaka and Madoka, who both stared at him, transfixed.

" _Hello"_ Kyubey said in his light voice. " _I couldn't help but overhear what you said Sayaka, and my offer still stands. I can grant your wish if you want."_

Madoka glanced quickly at Sayaka who had clenched her hands. Sayaka looked sharply at Kyosuke, who was still staring out of the window and crying lightly as the nurse looked over his damaged hand. With alarm, Madoka noticed the longing look on her best friend's face as she stared over at the suffering boy.

"Sayaka" Madoka said softly as she reached out a hand towards her. But with a small, frustrated sound, Sayaka's face morphed to anger. Muttering only a soft "see you later Kyosuke" she turned and strode out of the room as fast as she could. Madoka followed in her wake, worried, and Kyubey scuttled behind them.

"Sayaka," Madoka said as she caught up to the girl in question, "what did he mean by that?"

" _Oh"_ Kyubey answered as he too caught up, " _Sayaka was merely reassuring her friend that Miracles and Magic do in fact exist, which of course they do. I would've thought Sayaka that you would've been more than willing to make a wish to alleviate your friend's suffering. After all, is not that what friends do for each other?"_

Sayaka stopped abruptly and stared down at Kyubey. Her eyes were hard as she looked at the small cat-like creature.

"Tell me something," she said quietly, "is all that stuff that Key said true?"

" _I'm afraid I can't answer that question without further knowledge. How can I be expected to know what the defective drone has been telling you?"_

Sayaka's gaze grew annoyed as she glared.  
"Do Magical Girl's turn into Witches?"

There was a long, drawn out silence. Then Kyubey tossed his head and answered lightly, " _it's true enough that I can't deny it. Why? Does that fact upset you?"_

"Of course it does!" Madoka spoke up, her eyes wide and her voice slightly shrill. "You act like their . . . you acted like our friend and all that time you were trying to trick us into becoming . . . that! Can't you see how wrong that is?!"

" _I don't really know what you mean by 'tricking' you?"_ Kyubey responded, his voice sounding eminently reasonable, despite the obviously unreasonable thing he was saying. " _I provide you humans with a once in a lifetime opportunity. The granting of a single wish is something that no human is ever afforded in their whole lifetime. So why is it that you humans become so unsatisfied when you don't fully utilize the opportunity, or that there's a price to be paid? It's not as though I take away what your wish does, even after you become Witches."_

There was a pause before Sayaka snorted, "your insane, aren't you."

Another pause, then Kyubey tilted his head, " _that's not a very nice thing to say. From my perspective, you are the ones who're dangerously unhinged. And yet here I am devoting my time to giving you all the benefits of becoming Magical Girls."_

"Yeah," Sayaka said as she leaned against the wall of hallway while glancing sardonically at Kyubey. Her earlier rage had seemingly given way to an annoyed, somewhat superior indifference.

"But there's something that's kinda a problem for your whole 'your insane to me' sorta thing. Key."

Kyubey tilted his head again, " _what about it? I've gone over this with you before."_

"Yeah, you have, but there's the thing that he's the same kind of thing that you are, and yet, he's not going around tricking girls out of their Souls anymore. He's nice and able to live fine with those pesky emotions that you seem so scared of. Is that why you don't feel? Are you scared of what it'll do to you?" Sayaka finished with a small smirk on her face.

" _Emotions are contradictory and inefficient and a mark of insanity to my kind as I told Mami before. But we are getting nowhere with this. The question remains, are you willing to become a Magical Girl and alleviate what is likely to be a lifetime of suffering for your Violinist friend, or are you going to allow Homura, Mami, and the Rogue Drone to handle all of the dangerous missions while you sit safe behind?"_

Sayaka froze, her face contorted slightly. After a moment, she glanced back towards Kyosuke's room and started. There, standing behind them, were Homura, Key. Homura was staring at Sayaka with piercing purple eyes, as though she were expecting something. Sayaka looked at both of them before turning back to Kyubey.

* * *

As soon as Madoka's message had come through, Key had only the time to register Homura changing into her Magical Girl clothes with a flash of light before he suddenly found himself in Homura's timestop. The girl was grabbing him by the scruff of his neck as she had apparently activated the ability and then grabbed him to bring him into it.

"We should go to them" she said simply.

Key nodded, then glanced at Ryoko.

" _We should let her know we'll be gone for a bit. We might have to leave the timestop and she might trust us less if we suddenly vanish and then reappear after an unexplained time away."_

Homura thought for a moment, then nodded. She place Key back on his chair and arranged him as he'd been sitting before. Then she let him go and took her own seat, doing the same pose herself. Time started again and both she and Key turned to Ryoko.

"Something has just come up, Kyubey is attempting to get two of our friends to contract," she said quickly. Ryoko'a eyes widened as Homura spoke again.

"We are going to prevent it and will likely be back shortly."

After a moment, Ryoko nodded and time stopped once more. Homura grabbed Key and plopped him onto her shoulder. She took off walking towards Kyosuke's room, her footsteps the only sound in the timestop. After a minute of walking, Key spoke up.

" _Hey Homura? Do you want me to clean your Soul Gem?"_

Homura considered the question, then acquiesced, lifting her palm so that her Soul Gem, a small amount of corruption visible in it, was in front of Key. He quickly cleansed it, a soft sigh escaping him as the corruption fled the jewel and entered him, though some of it seemed to simply dissipate into the air.

After a few minutes longer, they both had arrived at Kyosuke's room and had entered. Madoka and Sayaka were both frozen, both of them looking outside at Kyubey who was perched on the railing. A nurse was in the room as well and this gave Homura pause. She had originally thought that she might just shoot Kyubey, but the presence of the nurse (and, now that she thought about it, Kyosuke) made those rather uninviting options.

" _You should probably start time while outside of the room,"_ Key suggested. " _If Kyubey doesn't know what your power is- . . . does he?"_

"Most likely not," Homura supplied.

" _Right. Well, if he doesn't know, then he might be looking for a way to study it and figure it out. So it would probably be prudent to avoid him seeing you use it as much as possible."_

Homura nodded and backed up and out of the room. Once out of sight of Kyubey and anyone inside the room, she let time resume. Both of them hesitated to enter the room as Homura was still in her Magical Girl clothes and Key was obviously a bit nervous about seeing Kyubey.

Then they heard a Madoka say something softly, and then Sayaka make a frustrated noise and a few words of her own. Then Sayaka came walking out of the door and strode in the opposite direction as Homura and Key. She seemed so angry that she didn't even notice the two standing there as she walked away. Madoka, similarly, didn't appear to see them (though more likely due to stress than anger) and, a second later, Kyubey strolled out after them. Kyubey did glance at them, but continued after Sayaka, obviously continuing some dialogue with the two girls.

Key and Homura moved after them, listening to the conversation (Kyubey apparently wasn't coding his speech to only go to Madoka and Sayaka). Key looked like he was about to intervene, but then Homura gave him a look and he stopped.

" _What!? Shouldn't we stop her?!"_

Homura shook her head and turned back. She stared at Sayaka, her eyes narrowed and her posture tense. Confused, Key turned back himself and watched as the conversation continued. His heart did swell a bit with gratitude as Sayaka brought him up in favorable comparison to Kyubey. Finally, the talk reached the point where Kyubey had reiterated his offer and Sayaka had realized that the two were standing behind her.

Sayaka looked between Key and Homura, cycling between Key's wide eyes and Homura's inscrutable expression. Sayaka didn't look like she quite liked the almost accusing look that Homura was giving her. Then she glanced back towards Kyosuke's room and looked back at Kyubey.

"I don't have anything to say to you! Leave us alone and take your stupid deal with you!"

Homura's expression shifted back to a more neutral look, though Key could've sworn he saw a flash of . . . surprise? Sayaka turned on her heel and faced Key and Homura.

"You two ready to go?" she asked shortly. Madoka started a bit when she turned and saw the two as well.

" _Um, well actually we were in a meeting with someone and kinda need to finish it."_ Key said quietly, noting that Kyubey still hadn't moved.

Sayaka huffed slightly, "fine, let's go finish it. I wanna get outta here."

After a moment, Homura nodded and turned to walk away. Sayaka followed as well as Madoka as they strode back to Ryoko's office. Kyubey did not follow them as far as they could see. The Doctor was leafing through a document that looked like a patient profile. She hastily stowed it away as they walked in and eyed Madoka and Sayaka closely.

"These the two girls?"

Homura nodded.

Ryoko tapped her fingers onto the desk before sighing slightly.

"Right, well no point in dragging this out any longer. I'm going to keep investigating the creature, Fuminori, and Dr. Ogai. Can I count on you for support and help if I need it? In return I can offer my services as a medical professional as well as my experiences with the Eldritch and any knowledge I come across."

She waited expectantly, glancing between Homura and Key. The two looked at each other. A moment passed as Key waited for some sign from Homura. The black-haired girl finally gave an imperceptible nod and Key turned back to Ryoko.

" _For the time being, yes we can agree to this. Keep us informed about your findings and, in case you wind up stumbling into a Witch Labyrinth, mentally call for us and we can come help you and fix the Grief Seed._

Ryoko froze as she heard the last few words. She stared at Key for a full 5 seconds before responding.

"What do you mean by 'fix the Grief Seed?"

Key looked slightly nervous under her scrutiny, " _uh, just what I said. I can free the soul of the girl who became a Witch."_

"And what happens to the girl then?" Ryoko asked sharply.

Key squirmed even moreso, Madoka looked taken aback by the interrogative line the conversation was taking, Sayaka looked annoyed, and Homura simply looked pensive.

" _Uh, they usually die. Release from pain you might say. But one girl did manage to come back to life so I think its more of a personal choice thing. I'm still kinda working it out."_

Ryoko's eyes narrowed to slits before she pointed at Key and made a gesture towards the door.

"You, out. I want to talk to these ones alone."

There was a moment's shocked silence before Sayaka bristled.

"Hey, you can't just throw him out! He's our friend!"

"It does not speak well of you that you make such brash orders." Homura commented as she leveled a stern gaze at Ryoko.

Ryoko however, was not moved, "you're promising a lot and I want to verify something. I can assure you that it's just verbal, nothing will happen to anyone. But I want him outside before I do it. Do it and I'll gain some trust for you."

After a moment, Key got up and, looking a bit confused and maybe a bit hurt, hopped down from his perch and strode out of the door, shutting it behind him. Sayaka threw a mutinous look at Ryoko, but her angry comment was cut off as Ryoko asked Homura a question immediately.

"Is he lying?"

Homura gazed cooly at the Doctor, "he is not."

Ryoko's eyes widened and she seemed to clutch at something beneath her clothes on her chest before stopping herself.

"I'll want to see that in action, but more to the point. Do you trust him?"

Homura didn't respond immediately, something that got Madoka and Sayaka's attention. After a short pause, Sayaka couldn't take it and burst out.

"Oh come on! Of course we trust him. He's the reason I'm not running around as a Magical Girl right now! He's nothing like Kyubey!"

Madoka nodded fervently and Homura spoke up as well.

"He has proven himself to be very dedicated and useful when it comes to fighting Witches and Kyubey."

Ryoko was staring Homura straight in the face, as though scrutinizing something. Then she muttered something that only Homura managed to pick up.

"You have old eyes."

Then Ryoko sighed, "very well. It appears that I must trust Key for now. You can call him back in if you wa-"

The door opened before she was done speaking and Key scuttled in quickly, slamming the door behind him and breathing heavily. They heard the pitter patter of little feet outside of the door and then the soft tapping of a small paw knocking on it.

" _Could you please let me in?"_ came Kyubey's voice.  
Ryoko grew stiff as a board at that voice as she stared at the door. A moment of silence ensued before Kyubey spoke again.

" _If you are discussing the creature that has been haunting the mental health ward of this Hospital for some time now, then I believe I have some knowledge that might be of aid to you."_

The tension that had filled the room ratcheted up another degree. Finally, Homura stood up and strode over to the door and grasped the knob. She pulled the door open and stared down at the Incubator.

"You have 10 seconds to make it worth my time before I destroy this body."

" _You are searching for facts about the creature known as 'Saya', correct?"_

"How do you know about her?" Madoka asked curiously.

Kyubey looked over at her, " _part of my duty as a caretaker of your race is to keep tabs on various anomalies and creatures to make sure they don't disrupt human life."_

Ryoko snorted, her eyes so narrowed that they were like pinpricks as she stared down as the small creature, "fantastic job your doing of that you little rat."

Kyubey considered her, " _hello Ryoko. It has been awhile since we last spoke hasn't it."_

"That's putting it mildly. Why'd you stop by the way? You bothered me so much I thought you were never going to leave me alone."

Kyubey tossed his head slightly, " _you weren't an economical investment anymore."_

Key rolled his eyes, " _just say what you mean. She'd grown up so she wasn't emotionally volatile enough to justify trying to turn her into a Magical Girl."_

Kyubey ignored Key and stared at Ryoko.

" _I assume you still have it. I am willing to take it off of your hands if you so desire."_

Like so many other times that night, Ryoko's hand flew to her chest to clutch something beneath her clothes as she glared, almost hatefully at Kyubey.

Kyubey sighed, then turned back to Homura and Key.

" _I have no qualms to helping you in this case, so here it is. Am I to assume that you had an encounter with Saya while the others were in the Labyrinth with Charlotte the Sweets Witch?"_

Homura resisted the urge to shudder as she thought back to the maddening form of Saya that had nearly eaten her. With some difficulty, she nodded.

" _I see, and am I to assume that she was very unpleasant to look upon?"_

Another nod.

" _Well creature you are hunting is not normally this eldritch or painful for beings like you to behold."_

"What do you mean?" Homura asked with narrowed eyes, no doubt remembering Saya's form that seemed to defy reality.

" _Oh, don't get me wrong. It would still be very uncomfortable for you to look upon her, but the reason for the further levels of discomfort she puts you through is due to this. She is not native to this reality. Or at least, not accustomed to it."_

After a moment, Sayaka put her hand to her forehead and spoke an a would-be-calm voice.

"Okay, so when you say, 'not from our reality' what do you mean?"

" _Exactly what I said. Either she is not from this reality, or not accustomed to it. Magical Girls themselves sometimes as part of their powers create artificial pocket dimensions. It's all but an accepted fact that other Universes exist, and many of them likely have rules and physics that would be just slightly off from our own."_

"Hold on," Ryoko held up a hand, "if that were true, then wouldn't it be highly dangerous for any Magical Girl to use pocket dimensions at all? Sticking your hand into a space with different laws of physics could severely damage it. But I never heard of anything like that when I was that age."

Kyubey nodded, " _indeed. Given the safety of these techniques, I can only assume that normal usage of portals between dimensions and universes take into account these variances and adjust for them. Almost a 'translation software' if you will. However, Saya appears to have come through or manifested in a way that her baseline universe's rules are still applying to her. Because of this, she is disturbing to natives of this reality on a visceral level. It is even possible that she is doing this on purpose as a fear tactic to accomplish a larger goal."_

He paused, as though to give a moment for his words to sink in.

"What do you think of her?" Madoka asked quietly.

" _Don't misjudge me,"_ Kyubey said in his usual light voice. " _I don't dislike her at all or like her. If she posed a threat to the Quota or tried to wipe out Humanity before we harvest enough energy, then I will do something about her."_

"Why?" Sayaka said suspiciously, "I thought you didn't care about humans?"

" _You may dislike me, but I can assure you with complete honesty that I am far preferable to other creatures and things that could be, 'running the show' as you humans might put it. I make sure that humans as a whole are safe from the monsters in the dark while I harvest energy."_

"But if you don't care bout humans as you say," Ryoko asked, "and Saya hasn't done anything yet to be a threat to your operation, why are you telling us this?"

" _It costs me nothing to keep you informed of what I know, and if you take her out before she becomes a bigger threat, then I see no reason to keep information back from you."_ He turned and looked at Key, " _I suggest that if you meet her again, you keep telepathically close. Given that you're made to handle Witches and make sure the Grief they generate doesn't simply dissipate, she likely looked strange but not painful to you. Therefore, you should probably try and give the others mental support if you see her again. Normal humans run high risk of going insane if they see her."_

The mention of Witches and harvesting energy seemed to rub Key the wrong way and he scowled as Kyubey looked over at him. Something seemed to be bothering him as he stared at Kyubey. Then, as though he couldn't stop himself, the question burst out of him.

" _Why haven't you come after me yet? Why are you so okay with me Curing Grief Seeds?! Why don't you seem to care?!"_

" _Why would I force you to come back?"_ Kyubey asked lightly as he stared at Key. " _That would be wasteful, not to mention nonsensical. I have little doubt that eventually you'll come back to help me once again."_

Everyone stared at Kyubey, Sayaka and Madoka rather incredulously. Homura's eyes narrowed slightly as she looked back and forth between Key and Kyubey. Key however, felt a shiver run down his spine as he stared into the crimson depths of Kyubey's pupils. What was he talking about?

" _I won't help you Kyubey, I won't"_ he said stubbornly.

The Incubator stared at Key, tilting his head as though he were trying to figure something out about him.

" _You are fascinating for a rogue drone. I wonder how long you'll last."_

". . . _huh?"_ Key said confusedly.

Kyubey however, turned with a swish of his tail and began striding away. After a few steps, he stopped and glanced over his shoulder back at them.

" _We'll be seeing each other again. When you realize the futility of this rebellion, I'll be ready to take you back."_

With that, he scampered off.

"There were a few moments silence before Sayaka chuffed, her narrowed eyes looking at the point where Kyubey had left.

"Don't listen to him Key. He's just trying to get under your skin."

Key looked troubled, but shook his head regardless, _'yeah . . . yeah, you're probably right."_

* * *

The next few days were thankfully rather unexciting compared to the roller coaster that had they had been experiencing up to that point. They had all met at Mami's for breakfast the next day as well as to strategize and discuss how they were going to use the time before Walpurgisnacht's arrival in general. As school had started the next day as well, it had been agreed that, for the time being, it might be best if Nagisa stayed at Mami's apartment during the day until they thought of something else. Key would stay and watch over her and try and keep her entertained. This had come after a long discussion in which none of them could come up with a plan that didn't involve Nagisa getting taken away by social services.

It had worked better than some of them had thought it might've. It turned out that Key, along with gaining emotions and the like, had developed a bit of an interest in trying out Human entertainment. Mami, Sayaka, and Madoka had been broadly supportive and had even brought over books, movies and other things for them to use (though Mami had begged them not to go surfing the internet unsupervised). Still, they did manage to find some interesting things to watch.

" _Hey Nagisa, what about this movie! I mean look at it, it has Rabbits on the front cover!"_

Nagisa saw that Key was holding up a film who's box cover proudly proclaimed that the movie concerned the lives of rabbits and bunnies She nodded enthusiastically and they popped the movie in.

The opening narration began, " _Long ago, the great Frith made the world."_

* * *

Overall, things were quiet as they trained and began clearing out Witches and Familiars. For some reason, it almost seemed easier than normal, even for Homura and Mami. Almost as if Key's presence was giving them a new lease on their lives as Magical Girls. Even after Mami and (begrudgingly) Homura had turned over their Grief Seeds to Key for curing, they never had any problems with corruption in their Soul Gems due to Key. The empty Grief Seeds even made interesting baubles (as well as giving some of them ideas). Mami also proved to be a valuable member of the planning for Walpurgisnacht, to Homura's slight shock.

* * *

The Labyrinth dissolved and the empty grief seed dropped from Key's tentacles. He breathed heavily for a few moments before seeming to get ahold of himself. Mami meanwhile was asking Homura a few questions.

"Do you enchant your weapons?" she asked as she looked at the smoking sub-machine gun that Homura was holding.

Homura shook her head, "no, I have little need to. Regular bullets and explosives are more than sufficient in dealing with whatever Witch I happen to encounter."

"And as you don't have a close-quarters weapon, nor need one, I suppose it isn't a high priority." Mami nodded as she put a hand to her chin, looking contemplative.

"But if Walpurgisnacht is as powerful as you say, wouldn't it stand to reason that she'd have a higher resistance to normal weapons and that Magical Weapons would be more important?"

Homura thought back on all of her encounters with Walpurgisnacht and nodded slowly. It did make sense, the first few times through the loop when Mami and Madoka had been there helping her against Walpurgisnacht had been the major times that the enormous Witch had been defeated, and they had used nothing but Magical Weaponry. In contrast, she had a hard time remembering most of her mundane bombs and guns doing much damage to the colossal Witch. It wasn't as though she hadn't considered the idea before though, but she'd always run into the same problem.

"Perhaps," she responded to Mami, "but the fact remains that I would have to exert a massive amount of Magical Power to enchant the weapons I have that could do damage in the first place. Such expenditure would leave me dangerously full of Grief for the actual fight."

Mami nodded, but then looked at Key who was chatting with Nagisa, Madoka, and Sayaka. Homura understood in an instant and nearly cursed herself for not thinking of it sooner. Key made Grief buildup obsolete, and so they had a near endless supply of Magical Power that they could use to enchant weapons. Her eyes widened at the thought of what she could do with this. Then she realized that Mami was smiling indulgently at her and she hastily forced her face back into the normal blank look she usually put it at.

"I think it would be a good idea to enchant some weapons and see how it goes in the next Witch Hunt," Mami said with a smile and Homura nodded stiffly. Both of them turned and walked over towards Key, who turned to look at them.

"We require you for some enchantment work" Homura said bluntly. Key blinked as he looked between the two of them before Mami explained.

"We were thinking of trying to enchant most of Homura's arsenal so that we could use it against Walpurgisnacht. It makes much more sense than using conventional weapons. We need you to absorb the Grief generated in our Soul Gems as we do this, if that's alright with you?"

Key looked a bit queasy for a second, but rallied and put a smile on his face.

" _Sure, yeah! That makes sense and of course I'll do it! You guys are my friends after all and friends help friends!_ "

* * *

This had lead to a long day after school where they had come over to Homura's apartment and she had pulled out a multitude of weapons and various other possibly useful items to have them enchanted. Key had helped them by periodically draining the corruption out of their Soul Gems and in this way, they had managed to get a large pool of enchanted weapons done by the time darkness had fallen. Key had been so tired and lethargic that he'd nearly passed out and Homura had had to carry him to her couch and set him down there. He hadn't seemed to have gotten much sleep in the morning, but soldiered on anyway.

The next relatively interesting thing that had happened had been when Ryoko had called them that morning (Key made it so she could 'ping' him when she wanted to be connected up to the small telepathic network that they had) and had asked them to come to the Hospital after School. They had done so and Ryoko had led them to her Office. As before, she had closed the door and drawn the curtains after making sure they were relatively alone. Then she'd sat down again and spoken.

"I think I'm close to finding a safehouse that Dr. Ogai used," she said, cutting right to the chase. "It hasn't been easy, but I've manged to track his movements over the past few months before his disappearance as well as inquire about properties he owned and I think I might've narrowed it down. I would like your" (she gestured at Key) "support in going to investigate."

Key nodded, " _sounds prudent. If he was dabbling in things like Saya, as you suspect, then it would probably be smart to have me along."_

Mami coughed slightly, "I think we would be more comfortable if at least one of us Magical Girls went with you. I'm not entirely comfortable with the idea of Key being off on his own with you if this creature is as dangerous as you say."

She glanced around for a moment at the others. When an awkward silence greeted her, she smiled in a self-deprecating manner. "Of course, with me saying that, it would be in rather poor taste if I didn't live up to my own words. I'll volunteer to go."

Telepathically, she addressed Key and Homura, " _if anything goes wrong, we'll contact you Homura, and you can freeze time and come and help us."_

Homura nodded imperceptibly and Key smiled.

Ryoko steepled her fingers and looked at Key intently once again.

"I've also decided that I want to see your alleged ability to cure Grief Seeds in action."

Key shifted slightly under her gaze.

" _How so? Usually I cure a Grief Seed right after we defeat the Witch or Familiar attached to it."_

Ryoko shrugged, "well, couldn't you hold off on that and just bring it to me before you complete the process. From how you've described it it doesn't appear to be a time sensitive process."

Key looked down, seeming a bit uncomfortable. Noticing this, Nagisa reached over and began petting him. He gave her a grateful look, then responded in a hesitant voice.

" _I suppose that I might be able to do that. But I don't like the idea of leaving any girl to suffer like that!"_

Mami spoke up, "she isn't asking you to Key, she's simply asking to be there for the process. It's not as though she's asking you to leave a Grief Seed full forever."

Key nodded in assent, then looked up at Ryoko.

"Have you found anything else about Fuminori?"

Ryoko frowned, "it's hard to get information on him without seeming nosy. He's been legally discharged and he isn't another Doctor. So it looks more suspicious if I start nosing around about him. But I have managed to get a look at the outside his house and it looks filthy and overgrown. One of his neighbors complained about it in great detail, a Mr. Suzumi or something like that. He claimed that Fuminori still leaves the house and goes to college, but he seems very jumpy and keen to get back home whenever he's been talked to. At least, that's what his neighbor said anyway."

There was a moment's silence before Homura spoke up, "so it is possible that Saya is hiding away in his house?"

Ryoko nodded, "that would be my guess. I still want to try and find Dr. Ogai's hideout and hopefully, he can shed some light on all of this."

Key nodded, " _that sounds like the smartest plan we have. In the meantime, I hope that the little that I could do for Fuminori is helping."_

"Why, what did you do for him?" Ryoko asked sharply.

As Key explained that he'd been able to do one small thing for Fuminori when they'd first met, Ryoko's eyes widened slightly.

"That might indeed help him, if he isn't already gone too far. I suppose we'll just have to find out when we see him."

The rest of the conversation was short and soon the girls and Key stood up, accepted Ryoko's thanks for their time, and strode out of the Hospital.

It had been on their way home when the night had taken a different turn. Madoka had been looking around when she had spotted something strange.  
"Wait, isn't that Hitomi?"

Everyone turned to see Madoka pointing across the road at someone walking slowly in the opposite direction.

"Hey yeah, it is her," Sayaka said, her voice sounding confused. "Weird, I thought she would've been at some event her parents made her attend, like learning traditional tea ceremony or something?"

Madoka called out to the girl, waving her hands, but Hitomi didn't seem to hear her, despite being well within hearing range. She simply continued to walk forward in an almost drunken manner.

Madoka and Sayaka both hurried across the road at the next intersection with the rest of the group following suit. While Hitomi had had a bit of a head start, her slow pace and aimless manner soon allowed them to catch up to her.

"Hitomi!" Madoka said loudly as she moved in front of her friend and grabbed her by the shoulder and shaking slightly.

"why didn't you answer us Hitomi!? What's wrong?!" she asked forcefully.

 _ **Soundtrack: Puella Magi Madoka Magica OST – Cor Destructum**_

Hitomi's head lolled around slightly as she gazed ahead with a sort of blank smile on her face. Then her eyes slowly seemed to, not exactly focus, but drift onto Madoka.

"Oh, Kaname-San. How nice to see you" she said in a faraway voice. "I was just going somewhere special."

Sayaka, also looking concerned, walked around and stared Hitomi straight in the eyes. Hitomi didn't even look at her and seemed to be attempting to start walking again. Sayaka snapped her fingers directly in front of Hitomi's face. The girl made no response.

"What's up with her, why's she acting so weird?" Sayaka asked with a concerned voice.

" _I think I know why"_ came Key's voice as he nudged Homura's leg and she obligingly picked him up. She walked over and Key took a short cursory look over Hitomi before he spoke again.

" _Yep, she's been hit by a Witch's Kiss._ "

Madoka's eyes widened and she shook Hitomi's shoulder even harder, as though doing so would snap her friend out of it. Hitomi simply continued her vague smile and attempts to move forward.

"Can't you do something about this?" Sayaka said, a bit forcefully to Homura and Key as Mami and Nagisa moved up to stand by Hitomi's side.

" _Yes, of course. It should be a simple thing to remove the Witch's Kiss, I just have to-"_

Key's voice was cut off as Homura raised a hand, "wait, perhaps she could lead us to the Witch in question."

Silence greeted this statement, before Sayaka exploded, "are you serious!" Her voice was angry as she growled at Homura, "you seriously want to leave her like this!"

Homura's gaze did not flicker as Sayaka said this. She answered after Sayaka was done talking, "I highly doubt that she is the only person being drawn to the Witch, especially as she is not currently inside a Labyrinth at this moment. If we allow her to lead us to the Witch in question, then we can save the other victims and defeat the Witch in one action."

Sayaka opened her mouth to argue, but Mami, who had been staring at the small mark on Hitomi's neck that was the mark of a Witch's kiss, interrupted her.

"Homura might be right. This mark looks like a television, and if the Witch marked people by having them watch an encoded message on a certain channel, then it is likely that others were watching and will all be drawn in."

Homura blinked, looking at Mami in some confusion before the older girl continued, "she'll be perfectly safe. I'll attach a ribbon to her and Homura can always stop time if the situation gets too dire. But it would take much more legwork to find said Witch without this opportunity. We may not even find it again if we pass this chance up."

Nagisa put her hand up as though she were in school and waiting to get called on by a teacher. After a moment in which she realized that she had everyone's attention, she spoke up.

"What if we just asked her where she was going?"

After another moment, Sayaka shrugged and then forced Hitomi to look at her.  
"Hitomi, where are you going?"

The girl blinked owlishly before a wide grin broke onto her face. She clasped Sayaka's hands and said in a rather exuberant voice, "oh you simply must come with me, it will be just so wonderful if all of us are there for it."

And with that, she finally managed to push around her two friends and continued her merry jaunt towards . . . wherever it was that she was going. Homura gave Sayaka a raised eyebrow, which Sayaka mutinously crossed her arms over her chest and looked away in response. Madoka looked quickly back and forth between Hitomi and the others and then hurried to walk alongside Hitomi. Everyone else followed in her wake and formed a close group around the controlled girl. Mami walked beside Hitomi and surreptitiously laid her hand on the younger girl's shoulder. A golden ribbon snaked out from Mami's sleeve and fastened around Hitomi's upper arm.

Soon enough, the group had moved towards the more industrial part of Mitakihara, and indeed seemed to be making their way towards what looked like a deserted warehouse.  
"What is this place Mami?" asked Nagisa as she moved close to Mami while glancing a bit nervously around. It was getting dark out and there were shadows everywhere.

"The old Industrial Sector." Mami replied as she eyed the building that Hitomi was leading them too.

"I thought Mitakihara wasn't an industrial city anymore?" Madoka asked, her voice sounding as though she were trying to distract herself.

Mami nodded, "if I recall correctly it was quite successful for some time before it became cheaper to manufacture elsewhere. After that, the local businesses went bust and this entire sector was nearly completely abandoned. Because of this, Witch's have a tendency to use it as a hiding spot."

They heard Sayaka gasp slightly, and looking around, they saw why. Several dozen people were materializing out of the falling darkness. All either had the look of vague happiness that Hitomi had, or else just looked blank. They all converged on the closest Warehouse's doors and pushed them open. The people filed in and, after a moment, the girls and Key joined the press.

The inside of the building was even darker than the outside, though somehow they could hear the people moving around in the dark and not bumping into anything. Mami felt Hitomi attempting to move forward and join the crowd and firmly grasped her shoulder, holding the younger girl back.

A light flared as Key conjured up one of the energy orbs that he sometimes threw at Witches. It's light illuminated the large room and they saw that the crowd was beginning to concentrate around a single man who was sitting in the middle of the room in front of a bucket and a large collection of what looked like bottles of cleaning fluid.

The man spoke in a vague, dead-to-the-world, sort of voice.

"I'm worthless, a waste of space. I couldn't even keep this factory open long enough to turn a profit. Someone like me is not fit to live in today's world. I'm just . . . obsolete."

Another person was dragging another bucket over to sit in front of the man. Overall, it had the strange feeling like they were intruding on some form of initiation to a cult.

They then noticed that Hitomi was starting to struggle more insistently. Madoka grabbed her friend's hands and tried to get her to calm down.

"Hitomi! Please, don't struggle, you don't know what your doing!"

Hitomi's up until now pleasant (if vacant) expression was rapidly beginning to sour as she was prevented from moving forward. She opened her mouth to speak.

"Let me go! This is a sacred ritual and it will send all of us to a whole new world! I was generous enough to bring you here and yet you have the gall to-"

" _I think that's enough of that,"_ came Key's voice as one of his tentacles snaked out and came to rest on Hitomi's forehead.

After a moment, Hitomi's eyes rolled back into her head and her knees buckled. At the same moment, the small mark on her neck vanished like smoke. Mami caught her, and with the help the other girls, gently laid her down on the floor of the building. Then a shuffling noise, _many_ shuffling noises, caught their attention and they all looked up.

Every single person in the room who'd been drawn there by the Witch was moving towards them. It was clear that they did not appreciate one of their own being denied the "gift" that they had been about to impart and were going to do something about it. A soft groaning noise, amplified by the fact that it was coming from many throats, grew as the crowd moved forward, looking like nothing so much as a herd of zombies.

There were three flashes of light as Mami, Homura, and Nagisa all changed into their Magical Girl Outfits. As one they moved in front of Sayaka, Madoka, and the unconscious Hitomi. As the wave of people came close, Mami raised her arm and pointed it at the oncoming crowd with a look of concentration on her face. Homura had meanwhile drawn what looked like several taser guns, Key was still perched on her shoulder, and Nagisa had her trumpet out.

" _Restraining and knocking unconscious so that I can remove the Witch's Kisses?"_ came Key's voice.

There was an affirmative from the three girls, then Mami added, " _Nagisa, keep them off balance with your bubbles, and if you feel up to it, you can try out that new technique we've been working on."_

Nagisa nodded and then they had no more time to talk, they all acted.

Ribbons sprang out of Mami's outstretched palm and wrapped around a large number of the people in front of them. Several others jerked and went stiff as boards as they were hit by tasers and the rest looked up in confusion as numerous small bubbles floated into place above them. The small bubbles then burst into flashes of light and noise, further distracting those of the crowd still standing, a number that was dwindling fast.

It was rather anticlimactic in the end. Not a single person even got close to touching them. All were incapacitated in some form or another within a few more seconds. As they all lay on the ground, some struggling to get out of Mami's ribbons, Key moved forward and began removing the Witches Kisses from them.

"Mami! Look, I did it!" came Nagisa's excited voice. They looked over and saw Nagisa bouncing up and down on the balls of her feet as she stood in front of a man who looked to be trapped in a large bubble. Obviously Nagisa had managed to conjure up the bubble through her horn as a form of imprisonment.

Mami smiled and walked over to pat the little girl on the head.

"Good job Nagisa. See, our practice times are paying off!"

Nagisa beamed.

The man inside the bubble was knocked out and cured of the kiss in short order. Then Key and the Magical Girls turned to look at a door that lead further into the warehouse.

"I can sense the Witch," Mami said. Then she looked at Nagisa, "can you sense it."

Nagisa closed her eyes and concentrated hard. After a moment, she responded.

"I kinda of feels . . . weird. It feels like a . . . like a piece of spoiled cheese."

"Does everything she thinks about involve cheese?!" Sayaka whispered quietly to Madoka who slapped a hand over her mouth.

Mami nodded, "that is the Witch. You can use that feeling to track it."

Key walked forward and everyone fell in behind him. Then Homura stopped and cleared her throat. Everyone turned to look at her and she laid a hand on her shield.

"We may as well save the Grief Seed we gain from this Witch and show it to Dr. Ryoko. She did say that she wanted to see you curing one in action so we as as well get that done."

Mami looked thoughtful for a moment, then nodded "if we are able to get this done quickly enough, we might even be able to catch her before she leaves work."

 _ **Soundtrack: Puella Magi Madoka Magica OST – Gradus Prohibitus**_

They moved forward through a door and the world suddenly distorted. The Labyrinth opened up into what seemed to be a glass tunnel. Through the sides they could see nothing but a watery blue color, but directly in front of them was what looked like a bank of television screens. Each screen was playing what looked like a random tv show.

" _Maybe these are the channels that it's broadcasting its Kisses on"_ Key said matter-of-factly.

There was a moment of silence. Sayaka gave Key a sardonic look, Homura raised an eyebrow, Madoka and Nagisa giggled, and Mami just smirked. Then Key put his head down and knocked it against the ground.

" _And once again, that sounded much better in my head."_

Homura, apparently not wanting to waste any more time, stepped forward and put her hand on her shield. With a short twist, she seemed to skip like she was an animation missing a few frames. The sounds of gunshots filled the passage, riddling the machines with holes as they were blown apart.

As the wall of tv screens broke and crumbled, they reveal what looked like a circular chamber. It almost looked like the walls were made of water, and images and movie film floated around in its. Old style televisions also circled, being hefted by strange puppet like creatures with wings. They moved like bad stop-motion, jerkily and seemingly out of sync with the world. Each television showed images and scenes. As Mami looked at it, she blanched as she caught sight of Kyoko. The TV showed the fight that had finalized their falling out. The image came closer and closer and after a moment, she shook herself and fired a shot.

The TV burst in pieces and she turned as she also heard a multitude of other shots and noises. Homura was blasting TV's left and right away with a rather fierce look on her face. Mami just managed to glimpse a few seconds of one of the machine's near her. It seemed to display Madoka in great pain, writhing in what looked like the burned out and flooded ruins of a city as a Homura who looked very different (why was she wearing glasses and had braided hair?) leveled a gun at what was unmistakably a Soul Gem. Then the TV was blown to smithereens and Homura moved on. Curiosity welled up inside of Mami as she turned. The TV on her end had shown her one of her worst memories (probably how the Witch tortured people), but if that was one of Homura's memories, then how did that work?

As Mami turned, she noticed that Key had been gazing at Homura as well, and wondered if he'd seen the same thing she had. Then she heard a soft cry and turned to look at Nagisa. The little girl was standing in front of Madoka and Sayaka, but she was looking stricken as she stared at the floating television in front of her. Mami blanched as she saw the image of Nagisa on the screen. She was sitting at the Hospital Bed of a woman who was thin as a rail, but in health would've looked like an older version of the little girl. Nagisa in the video was crying desperately as she grabbed her mother's hand, but her mother would not move. Then Nagisa suddenly started convulsing as she grabbed at her Soul Gem that was black.

The TV stopped playing as a bullet passed through it and Mami stepped forward, kneeling down in front of Nagisa. She put a hand out and patted the little girl on the shoulder.

"I'm here Nagisa, I'm here."

The smaller girl nodded, looking a slight bit better, though she was still shaking. Nevertheless, she put her horn to her lips and blew hard. Several loud notes, as well as a large amount of bubbles streamed out of the end of her instrument and the next second, they impacted the side of the labyrinth and began blasting large chunks out of it. Large piece of the walls fell, crushing most of the TV's as they went. Mami held out her hand and a platform of ribbons knitted itself together in an instant. She bowed, smiling slightly as everyone walked forward onto it (Homura frowned, seeming to disapprove of the flamboyancy of the action.)

As they situated themselves (Homura, Mami, and Key looking over the sides of the platform to ensure no enemy came up below them), they began to descend. Not many Familiars were left by this point and the few that tried to harass them were quickly blown apart. They touched down at the bottom of the Cylinder and turned as they felt a surge of energy. Rising up out of the floor as though it were water was a giant television. It had large angelic wings that kept it aloft and on its screen was what looked like some sort of loading bar. Everyone glanced between each other as they sized the situation up.

"Is it just me, or does this Witch seem a bit less . . . creepy and more . . . kooky," whispered Sayaka to Madoka. "I feel like if I had a sword I could take it out with just a few hits."

Madoka made to shush her, "that's only because we have them here to protect us!" She had gestured at the Magical Girls (and their Cat-like friend) as she spoke. But almost before she had finished speaking, several more holes erupted in the sides of the cylinder they were in. Out of it poured, like water escaping a hole the bottom of a well, swarms of little angel-like dolls. Though they moved stiffly like poorly made stage puppets.

They hit the ground and then came on towards them, making a chattering thumping sound of hundreds of wooden limbs slamming against the floor and each other. However, their progress was suddenly stymied as Homura withdrew what looked like a large machine gun (almost comically overlarge compared to her small frame) and unleashed a storm of bullets against the wave of wooden puppetry. At the same moment, Mami had conjured up near a dozen muskets and was firing them in rotation (the empty ones seemed to magically refill as they spun around her in a circle). Bubbles blown from Nagisa's trumpet blasted large chunks out of the wave of puppets, perhaps doing the most damage overall as it deprived the enemy of any momentum forward. Key meanwhile picked off any puppets that managed to get close despite all of this, his noodle like limbs lashing out with their ends magically sharpened like swords.

As suddenly as the wave of wooden warriors had come, it suddenly ceased and everyone stood still, somewhat taken aback by the lack of enemies. But then they heard what sounded like the sound and old tv made when it had no signal.

The large television seemed to have booted up fully, it's volume bar had reached 100 and, next second, what felt like a physical wall of noise came blasting towards them. The concussive force of what appeared to be a cartoon theme song caused everyone's feet to slide backwards slightly. The girls clapped their hands over their ears as they all felt as though they might go deaf from the sheer noise of it all.

 _ **Soundtrack: Teen Titans Go Theme Song**_

 _"WHY IS IT PLAYING THIS OF ALL THINGS!"_ Sayaka screamed mentally (she screamed because she wasn't sure that she'd be able to hear anyone even if it was telepathic.

" _MAYBE ITS TRYING TO TORTURE US!"_ came Key's response.

But then, as though in response to the attack, Nagisa took the deepest breath she could and then put her horn to her lips. The song that came from it seemed to have more noises in it than just a trumpet (perhaps it was part of the magic of it that was only expressed because Nagisa didn't have time to think about it).

 _ **Soundtrack: Teen Titans Theme Song**_

The force that came from this retaliatory song forced the Witch's attack back and even slammed into the Witch itself. It slid backwards and the screen switched from showing sound bars to show a cartoonish face for disorientation, a vertical crack running down its front. But they wasted no time and the next second, the air was thick with flying bullets, bubbles, and orbs of energy.

They impacted and the Witch screeched in pain. It tried to move or to attack, but with four sources for its pain and with no familiars left, it could not find a second to recover and soon it was falling apart. They felt the labyrinth dissolving as the Witch finally gave up the ghost and died. As they all found themselves back in the warehouse, they heard the distinctive clink of the Grief Seed as it fell to the ground.

Mami walked forward, somewhat unsteadily, and picked up the Grief Seed. She examined it for a second before turning back to look at the others.

"That was . . . uncommonly easy, aside from the ending."

The others looked at her with confusion. After a second, Mami realized that she hadn't been able to hear her own voice, just a loud ringing in her ears. She held her hands up to her ears and they glowed for a moment. The ringing stopped and sound returned to her world. Key and Homura had done the same and Mami walked over to Nagisa, seemingly trying coach her on how to do it as well. Homura walked over to Madoka and Key to Sayaka and they in turn healed the ears of the two girls.

After that all was over with, they walked back out to the entry room where the crowd of unconscious people was sitting. A moment of silence ensued as they stood there. Then Madoka spoke up.

"What should we do about . . . this?" she gestured helplessly around the room at the bodies on the floor including Hitomi.

Mami made a contemplative noise, "they'll probably be alright, they'll be waking up soon and they'll only have scattered impressions of what happened. People usually are able to move past such things and ignore them so they'll likely just go home and forget about it eventually.

Sayaka however, moved towards Hitomi and began pulling her up. Madoka quickly joined her and as they lifted her up, Sayaka explained.

"I think Madoka and I better take Hitomi home. Her parents might freak out if she woke up in a place like this."

Mami nodded, and the two girls quickly hoisted the unconscious girl's arms over their shoulders and they began trudging out of the building. After they'd left, Key glanced up at Mami and the Soul Gem she was toting in her hand.

" _So . . . can we get this over with. I really don't like the thought of leaver her to suffer any longer than I have to."_

* * *

Ryoko hefted the Grief Seed slightly, seeming to examine it with a critical eye as she turned it over in her palms. As she beheld the small bauble, her eyes narrowed and her lips thinned.

"I never could figure out anything to do with these. The most I got out of them was that they seemed a bit darker when I went to places where great tragedies had occurred, but otherwise could never figure much out about them."

She handed the Seed back to Key and stood with her arms crossed.

"Connect us up" she said as Key took the object.

" _Huh"_ Key asked as he blankly looked at her.

"I want to see this at all levels," Ryoko said as she looked at Key. "Unless there's some sort of horrible side effect like my brain melting, then I want to see this at the mental level too."

" _Oh"_ Key said as he looked up at her, " _I . . . guess that makes sense. It's just, I've never had anyone else along with me, mentally anyway, while I do it."_

"I want to go in too," Mami suddenly said. Everyone else looked at her and she blushed slightly.

"Um, well, I want to see what happens too and I think it would be best if we all got more familiar with the process. After all, if we're in this for the long haul of saving Magical Girls, then it makes sense doesn't it?"

Key smiled widely, seeming happier to know that someone was going to be with him this time as he drained the despair out of the Grief Seed. Nagisa nodded in agreement and after a moment, Homura did as well.

" _The door's locked, right?"_ Key asked. Homura tried the handle and nodded.

" _Alright then,"_ Key said as he set the Grief Seed on the ground and let his tentacles hover over it. His eyes began to glow lightly as he murmured _"close your_ eyes."

 _ **Soundtrack: Harry Potter and the Half-Blood Prince OST – Dumbledore's Speech**_

They obeyed and a moment later, they opened them up and found themselves floating in an empty space. A dark oppressive mist sat in front of them them and, but for a soft bluish-white light that seemed to emit from Key, they all had the feeling that they would've been unable to see anything through it at all. In fact, as Mami looked at it, she had a nasty feeling that, not just being unable to see, that the oppressive darkness might've smothered them entirely if they wandered in.

Then, Key moved and made a pulling motion with his long appendages. Darkness seemed to siphon out of the large cloud, coming away like a a stream of tar. For a moment, it hovered in front of Key in an ever-growing blob, although some of it sloughed off of the bottom and seemed to vanish. Then, with a grimace, it started feeding into into Key's chest. A hiss of what seemed to be pain issued from his as he grit his teeth and Mami moved forward in concern. But then her attention (as well as the others) was stolen away as she looked at the structure that was beginning to emerge out of the Grief that Key was absorbing.

It looked like some sort of dome and, as more of it became visible, it more and more reminded Mami of the structure that her own Soul Gem had taken during the short time she'd been aware of it's internal nature (only this was an outside perspective). As more and more blackness was pulled off of it, they moved forward and, as though the outside were intangible, they passed through it and found themselves inside. A soft blue glow was starting to suffuse the parts of the dome that were now clean because of Key's efforts. Something about it seemed familiar to Mami.

Key was striding forward and all of a sudden, they saw the apparent center of the Gem. Lying at the center was what looked like the form of a girl. She was black as midnight and curled up in a fetal position, rocking back and forth. She didn't seem to be aware of them, but as they drew closer, they realized that they could hear a soft noise of someone crying. Then, as the darkness in the place reached a point of being halfway gone, the girl suddenly started to gain color and it stopped rocking. Instead it looked up and, though its facial features were slightly blurry it seemed to be attempted to get a good look at them. As its face gained color, it seemed to squint at them in disbelief.

 _ **Soundtrack: The Host OST – Soul Inside**_

Mami suddenly gasped as the girl came more into focus.

"Kirsten?!" she said and moved forward. The figure jerked slightly as it beheld Mami, seeming to cock its head as though it was trying to figure something out. It's mouth fell open, but for a moment, only a soft rasping sound came out as its body started to finally begin to look more Girl than not.

"M . . . M. . . . M. . . . Ma . . . Maaaaaamii?" the words finally came. The figure finally took final form and revealed itself to be a girl of small stature. As she came into focus more (almost like she was being colored in) her features revealed that she seemed to have a slightly Western Ancestry to her, though she was still undoubtedly Japanese. She had Cyan colored hair that was made up in two very long pigtails (reaching all the way down to her waist) and was staring up into Mami's eyes with a look of disbelief.

"How . . . h-how . . . M-Mami h-how?"

Mami smiled sadly at the girl, "I had some help Kirsten, but that's not important right now. What is important is that you need to come back with us."

The girl looked down, her face agitated, "I . . . I . . . I d-don't know if I c-can M-Mami."

Mami looked utterly concerned as she tilted the girl's face to to look her square in the eyes.

"Kirsten, your family's been worried sick about you and they've been looking for you ever since you vanished. Don't you want to see them again?"

There was a moment's pensive silence. Then the girl, Kirsten, nodded just slightly.

"I . . . I do . . . but I don't want to be a M-Magical G-Girl anymore?! I never want to b-become a W-W-W-Witch!"

Key moved forward. Kirsten jumped and scrambled backwards away from him. Key halted, looking a bit hurt but maintaining a respectful distance. Mami looked between them and then walked over and put a hand on Kirsten's shoulder. Kirsten looked between them and Mami nodded.

"He can fix you Kirsten. I know, I know all about how we turn into Witches and he saved me from that. He's not Kyubey and I promise that he can fix you. You just have to let him."

Kirsten still looked slightly queasy at Key's presence but did not back away further. Key moved forward in response.

" _Do you want to come back with me?"_ Key asked, his eyes wide and full of pity and pain, " _do you want to live again?"_

Kirsten debated on it for a bit longer than most people might've expected. But those present felt they could understand. Knowing what they did about life, and know just how badly Kirsten had probably been suffering for so long, they honestly couldn't say that they might have second thoughts about not going on to whatever lay beyond death than coming back to deal with life.

Finally, after a few minutes debate with herself, Kirsten turned to Mami.  
"I . . . my family still wants me . . they still want me back?"

Mami shook her head with a small smile and squeezed the smaller girl's shoulder, "Kirsten, they love you more than life itself. Of course they want you back."

Kirsten took a long and deep breath, then she turned to Key.

" . . . okay then. I want to come back. But I don't want to be a Magical Girl anymore!"

Key nodded, and the bright glow that had emanated from his eyes suddenly intensified so that everyone's vision was full of the cascading light. For a few moments they were blinded. But the it seemed to dim and they found themselves back in Ryoko's office. But now, laying on the office floor was a little girl's body, Kirsten's body. A small white light, seemingly held aloft gently in Key's tentacles, was about a foot above her.

Slowly and gingerly, Key let the light lower and it slowly seemed to phase through Kirsten's chest and into her body. Then there was a small pulse and the light seemed to spread throughout her whole body before vanishing. Then Kirsten, in one sudden action, opened her eyes wide and drew a long deep breath, as though she hadn't been able to breath for months.

The girl put her hand to her chest and seemed to be trying to grab something. Next she looked at her hand and then felt her hair. Then she said in a voice thick with emotion.

"It's gone. Is it really gone?"

Key shook his head slightly, as though chasing away a bad mood, then he looked down at the girl with bright eyes and a soft smile.

" _It's gone. Your soul is your own again, and no one else's."_

Kirsten sat up, put her head in her hands, and cried.

* * *

The house was modest and, like many others, seemed to be trying to conserve as much space as possible. Certainly there were no dark areas as the lights from it and its close neighboring houses lit up nearly all areas in the falling dusk. As the four of them got out of the car, Key noted that there was a slight flutter in his stomach. His drone might not have been the one that had given Kirsten her contract (he certainly didn't have any memories of the deed.), but he'd been a part of Kyubey so he felt that there could be some part of the blame assigned to him. Certainly, he felt what he felt was probably nervousness as they approached the entrance to Kirsten's family's house.

Kirsten had cried for a good long while in Ryoko's office. The good Doctor had gotten a blanket out of some cabinet and draped it over the young girl's shoulders. Mami had hugged the girl gingerly and given an explanation on how she knew her. Apparently Kirsten had been a local Magical Girl in Mitakihara that had had a mild friendship with Mami. They two had occasionally talked and helped each other out hunting Witches. But then, Kirsten had vanished almost a year ago, at least that was what Mami had thought had happened. Mami had done some investigating and even spied a bit on Kirsten's family (who'd gone hysterical with worry over their missing child), but eventually had had to give up due to a lack of evidence. Of course, what had happened was patently obvious now.

Eventually, Kirsten had managed to string enough words together to ask to go home. After some small conversation, Ryoko had agreed to drive them to the address Kirsten had given them, though Homura had had little interest in doing so and had said she was going home. Mami had asked Homura to take Nagisa to her apartment and to look after her until Mami got there (saying that, if worst came to worst, Homura was welcome to sleep in Mami's bed). The black-haired girl had reluctantly agreed (Nagisa hadn't been so eager, but her yawning had spoiled any protests that she'd had).

Mami and Ryoko were supporting Kirsten as she stumbled up the steps of her family's house and Key was walking beside them. Kirsten's family wouldn't be able to see him of course, but if things came down to an explanation, which they almost certainly would. It would be very likely that he'd be asked to reveal himself. He wasn't sure how the family would react to him, but he was pretty sure that they wouldn't be too fond of him.

They had reached the door and Mami reached out a hand and knocked on it. There was a sound of footsteps and after a few moments, the door opened. A large man had an annoyed look on his face as he looked at them. But then he noticed Kirsten and his face went slack, his eyes wide. Kirsten stared back with wide eyes.

The two stared at each other for a few seconds, then the man suddenly reached out and grabbed the small girl and pulled her against his chest. He was soon joined by a woman who was obviously Kirsten's mother, and a small boy who was undoubtedly her brother. For the second time that night, Kirsten burst into tears.

* * *

They'd sat down around a table and most of the family had hot drinks in their hands. They had clustered around Kirsten as Mami had given an explanation for what had happened to the young girl. It had looked like the family had wanted to call her a liar a few times, but a few displays of Magic had convinced them of the truth. Mami had stumbled at points in the story, obviously still a bit uncomfortable discussing how Witches related to Magical Girls and Ryoko had stepped in at these points.

"If all of this is true, where is the creature known as Kyubey?" The father said in a low voice.

Mami and Ryoko glanced at each other, then back at the family.

"We don't know at the moment."

The man's eyes grew hard.

"I wish to see it. I want to see the thing that did all this to my daughter." Before they could answer, he spoke again. "Or if you won't bring it here, then show me this 'Key' creature you've talked about!"

Key took a long slow breath, then touched the forehead of each of the family in turn with his appendages. They all shook their heads and did a double take as they saw him. But then their expressions turned sour.

"So . . . you are the thing that destroyed my daughter's mind, body, and soul" the Father said in a dangerous voice.

Mami liked neither the direction of the conversation, nor the statement itself. She opened her mouth, "no he di-"  
" _Mami, it's alright,"_ Key said, though he didn't sound particularly confident. The family had flinched slightly as his telepathic words had run in their heads, but they regained their footing rather quickly.

" _Yes, Kyubey did do all that and I was Kyubey, or at least a part of him, or . . . well . . . I don't know but . . ."_ Key trailed off, looking rather nervous and sad.

The family was glaring at him again and Key shrank back. Kirsten was looking away from him. Ryoko was looking impassively between them all. Mami however, while she looked a slight bit awkward, also looked determined as she put a hand on Key's back in a silent show of support.

The Father stood and his thunderous expression looked like he was debating rushing forward and trying to strangle Key. For the first time, Kirsten looked taken aback and reached a hand out to her father.

"Papa . . . don't."

The man didn't look at her, instead focusing all of his anger onto the little white thing that was starting to wilt and back away from his glare. Mami, however, had had enough and stood up and moved in front of Key. Her eyes were calm but she did not quaver underneath the glare that the man had transferred onto her. The man's expression grew darker as Mami non-verbally challenged him, he didn't seem to take it well that Mami wasn't bending under his glare.

Ryoko however, coughed slightly and spoke up.

"Sir, I suggest that if you are not willing to thank Key for his work, then you should simply let us go."

"Thank him?" the man said, confusion overriding his anger for a moment.

Ryoko ignored his confusion and pressed on, "it is obvious that you're letting your emotion rule you for the moment, so I suggest that if you have nothing objective to say, that we all get a good night's sleep and think on the things we now know."

The man looked angry once again. He clenched his fists and opened them several times. But after a long moment, the aggression seemed to leak out of him. The anger however, remained as he looked back at Mami and Key.

"Get out" the man had said it quietly as he glared at Key. "Get out and do not dare to darken my doorstep ever again! Whatever insanity you creatures have put us through, this is where it ends!"

Key stood up instantly and scuttled off towards the door. Ryoko slid a card with her Hospital Contact Information on it and then shrugged and moved towards the door. Mami stood still for a moment and looked at the man and his family with disapproval in her eyes. Kirsten looked at the floor, some hint of shame playing on her face. The brother looked more confused by the events playing out. But the mother and father were united in glaring at the retreating form of Key. Mami did not shrink from their glares however as she moved away and the three of them were quickly out of the door.

Key strode heavily in front of them and, after Mami had opened the door, hopped into the car. The ride back to Mami's house was done in a subdued silence. Even as Key walked home with Homura, there was very little conversation. As Key curled up on Homura's couch, his eyes were distant and lost in the past. Soon, he had fallen asleep but for while Homura gazed at him quietly, seeming to have noticed his withdrawn attitude.

She saw his frame shiver slightly, whether from a dream or from the temperature she didn't know. With a soft sigh, she went to her closet and got a blanket out. Feeling slightly uncomfortable, she draped it over the small creature and gave him a soft pet. Key seemed to calm at her touch and lapsed into a calmer state of sleep.

 **Soundtrack: Sis Puella (Vocals, Orchestra)**

Homura laid herself down and was asleep almost instantly. But her mind refused to give her peace. The dream was not new to Homura, but that didn't mean that it was pleasant. She felt as though she were being drawn somewhere, somewhere she didn't want to go but could not fight the pull. Then, a dark figure appeared. It seemed not just to be obscured by darkness, but to almost bleed darkness like the void of space. Homura stepped backwards in shock (suddenly finding herself with the ability to do so) but the dark figure did not move forward or give any outward appearance of aggression. Instead, it simply waved its hand and the surroundings suddenly shifted.

Madoka, lying dead in the water. Wounds all over her body, her Soul Gem shattered. Homura was staring down at her, her eyes wet and puffy as she cried in a hoarse voice.

"Why?! You knew you were going to get killed all along! It wasn't worth saving me if your not alive! I want you back!"

" _Is that really what you want, Homura Akemi?"_ came a voice.

She looked up and saw the monster, the thing that was her eternal tormentor.

" _Would you trade your Soul to have a wish like that come true? If there's something you want, and you're willing to accept a destiny battling Witches, then I can help you get what you want."_

She looked up, and felt herself speak.

"If I make a contract with you, would you really grant me any wish?"

" _Absolutely! You have more than enough potential!"_

She felt locked by Kyubey's gaze, unable to look away as the fatal question came.

" _So tell me, what is the one wish you'd have that would make your Soul Gem Shine?"_

Homura felt horror and fear rise inside of her as she stared into the glassy orbs of the monster. She felt her lips move as she finally made the wish. Then she cried out in pain, clutching her chest as it felt like a fundamental part of her was being pulled away. A light appeared and then Kyubey spoke for the final time. She swore she could almost see Key in Kyubey as the final words were said.

" _The contract is complete. Your wish has overcome entropy. Go now. Go and unleash your new Magical Power!"_

And her nightmare began anew.

Mitakihara was in ruins and Homura was hovering over Madoka. The pink-haired girl was writhing in pain as her Soul Gem turned black and cracked. Meanwhile Kyubey (though Homura could not help but think of Key when she looked at him) hovered over them with his impassive face.

Madoka gave a final shriek and then went still as the dark Witch sprang from her Soul Gem. Homura stared in mounting horror as the fate of Magical Girls truly came home to her. She turned to look at Key . . . Kyubey in terror. But then the riot of color and time had started again. Her last view of that world being Kyubey's blood-colored eyes.

The dark figure reemerged and motioned once more and Homura followed its directions to see yet another scene. It was a scene from one of the time loops where she had attempted to keep all the girls from the truth as well as leading them. At first she'd thought that it might work, Mami and Kyoko were working with her and Madoka had not contracted. For a brief shining moment, she'd hoped that this would be the final time loop. But then, Key . . . Kyubey had interfered. Whispering words in Sayaka's ear that made her think that Homura was brainwashing the other two Magical Girls, she had contracted. Mami and Kyoko's problems with each other had come bubbling back to the surface and the group had splintered as Kyubey whispered a different message to each person, causing them to think the worst of their rivals.

On and on it went as scene after scene of the Incubator foiling her plans and destroying those she held dear were presented to her. Every time it happened she was reminded just how much she hated the furry little thing. Then suddenly, new scenes started to intersect. She saw her first meeting with Key. Her appropriate wariness of him. But then she saw herself slowly grinding down. Slowly being more and more accepting, trusting of him. She saw herself letting him ride on her shoulder, something she'd never let Kyubey do. She saw herself sharing what her powers were. Each one of these scenes were followed by an instance of how Kyubey had destroyed her plans, or her friends (often both at the same time).

Finally, she woke the next morning and shook her head. The dream was foggy, like most dreams are, but she could not help the feeling of anger and rage that filled her. She shook her head and sat up, hoping to clear her mind. Surely the dream hadn't been that important, it wasn't as though she wasn't already aware that she hated Kyubey. And anyway, had she really lost the amount of wariness as she'd seemed to accuse herself of in the dream (that black figure she could vaguely remember was probably some manifestation of her subconscious)?

She looked up and froze. Her door was unlocked. In fact it was slightly ajar. She felt slightly icy as she realized that anything could've come in at night. Key could've come in at night and done something. Instantly the time stop fell and she leapt out of bed and hurried to the door. She slowly pried it open and looked out. She breathed a short sigh of relief to see that Key was still sleeping on the couch in the same position she'd left him in. Then she stopped herself and thought.

Now she remembered, she hadn't closed it last night. Still, her face hardened as she realized that she'd let herself grow complacent. Key may not be the same as Kyubey now, but she had to remind herself that he was still an Incubator. She'd let herself grow far too comfortable with him. True, they had accomplished some things, but she still had to direct them through the rest of the weeks remaining before Walpurgisnacht and no one but she really knew of the dangers that lay ahead, nor of the cunning of Kyubey.

She quickly got dressed properly, then let the time-stop end and moved towards Key.

* * *

He was different. And it felt good. Most of the time he was semi aware his form's slight impermanence. After all, he had been a drone, one of many, factory made as part of a package. If his body died, a new one took its place. Now, as he was an individual, there was always the creeping knowledge that if damage was done to his few vitals, then he would be gone. His body was modifiable and thus, somewhat irrelevant, much like himself in Kyubey's grand scheme of things.

But now, he felt invigorated, more alive. His body felt, more permanent. True there was the fact that he couldn't just make wholesale modifications to it on the fly, but the feeling of fitting in his own skin, of have a baseline structure that was just . . . _him_ felt better. He wasn't fundamentally different though, he was still him inside, nor was this some arbitrary change made to try and belong. Rather, he felt as though he had rediscovered something that had long been lost. He could still be his old form if he wanted, but this . . . this felt good.

 _ **Soundtrack: Moana OST An Innocent Warrior**_

He stood still, just listening to the sounds of the forest. His ears twitched back and forth along with his eyes as he thought of how to proceed. He needed to move forward, there was somewhere he needed to get to. Then with a burst of unrestrained speed, he leapt forward. His heart raced as he sped through the undergrowth, rushing under logs and leaping over bushes.

Key felt the dampness of the forest floor beneath his feet as his sped on. The landscape was full of rolling hills and bluffs, all heavily forested and teeming with life. Had he the time, he would've loved to stop and see every inch of this place. But something drove him on, a feeling down in his gut that called out to the deepest part of his being. He felt as though all he had to do was get to wherever he was going (wherever that was) and he would have all the answers to his questions.

Undergrowth whipped past and he turned a corner and stopped short, his breath seeming to be stolen away. Towering in front of him was a gigantic tree, tall as a skyscraper. It's roots spread far and wide, burrowing deep within the earth as a blue white mist suffused the massive plant. It lay at what felt like the center of the forest. Instinctively, Key knew that this was what had called him here. Whatever he needed to do, it had something to do with this tree. He cast around, moving up in and around the massive roots. Then he heard a soft tinkling and sensed something behind him.

He turned quick as lightning and gasped slightly. It was a small floating point of light. With a shock, Key remembered, this was the point of light that had saved him from the Witches before. He looked at the small ball of light with curiosity. It floated in front of him, seeming to pulse slightly with the same kind of power that he could sense emanating from the tree.

Key walked slowly forward towards the point of light. The feeling called out to him stronger than ever. This . . . this would show him his place . . . it could show him what he was meant to be!

"What are you" Key finally spoke. His words echoed slightly off of the large empty space.

The orb shifted slightly. Words seemed to issue from it, but it was hard to make them out and Key only got a few.

" _. . . grief . . . let go . . . destroy . . ."_

Key blinked, "I'm sorry, I can't understand you."

" _. . . orry . . . take the chance . . . to be riddle . . . home . . . ind us"_

It was too garbled to make out on that alone. Key was about to ask it to repeat itself on the hopes that it might get more of the meaning across and he could piece it together from there, but then he felt a tugging and the world suddenly dissolved.

Key's eyes jerked open. He stared at Homura's table in the middle of her living room. After a moment he groaned as he realized that the dream had ended before he could accomplish . . . whatever it was he'd been doing. Still, it had been nice to have a body that didn't feel like a piece of expendable hardware. The dream began to slip away, though a few things stayed lodged in his head. Mostly impression and a few images.

As Key got up, he yawned and spoke to Homura, " _is it time to go over to Mami's again?"_

Homura nodded, which was slightly odd as she could've spoken. Key looked up at here and was slightly taken aback at the blank look that Homura was giving him. It wasn't the sort of blank where a person isn't feeling much at the moment, it's the blank where they're holding some emotion back. Come to think of it, it reminded Key of how she'd looked most of the time during their first few days working together.

He tried to smile a bit, hoping to break the strange tension, and waited for her to bend down so that he could leap on her shoulder.

She didn't bend down.

They waited for a few seconds in silence before she turned on her heels and began walking towards the door without waiting for him. Somewhat taken aback by this act, Key swiftly got up and followed behind her.  
 _"So . . . did you a good night's sleep?"_ Key asked, trying once again to lighten the mood as he jogged to keep up with Homura's long strides.

Homura did not respond for a long time, nor did she look at Key. Finally, as Key was about to speak again, she spoke in a clipped tone.

" _The quality of my sleep is unimportant."_

Her tone made it clear that he should stop talking immediately.

As they made their way towards Mami's house, Key couldn't help the sinking feeling in the pit of his stomach. Nor could he, no matter how much he told himself that this was just the result of a bad night's sleep, stop the hurt that coursed through him at the harsh tone.

* * *

 _ **Soundtrack: Saya no Uta OST – Silent Sorrow**_

Yoh glanced backwards in a worried fashion. She'd been hoping that Fuminori would sit by her for class, but he'd instead gone to the deserted back row and skulked there for the whole learning period. As the class wrapped up, she hesitated as she saw him practically bolt out of the door, walking just slow enough to avoid looking strange.

She bit her lip. She and Koji and Omi had all been worried about Fuminori. He'd tried to act normal around them, but they all could tell that something had been bothering him since the accident. At times, when he thought they weren't looking, he'd seemed in some sort of agony. Perhaps he just needed more time to adjust to life outside the Hospital?

She teetered for a moment, then her face grew resolved. No, she'd waited long enough. She was out the door and moving fast enough that people muttered about running in the halls as she flew past. It didn't matter to her, she needed to catch up. She dashed through the front doors of the campus and out onto the front lawn and spotted her target.

"Fuminori, wait!" she called out as she struggled to reach him.

Fuminori froze within an instant at the sound of her voice. He slowly turned around as Yoh ran up to him, he eyes wide, his expression approaching something like disbelief.

Yoh paused as she caught up to him to catch her breath. After a moment of heavy breathing, she straightened up and began speaking fast, afraid that Fuminori would leave before she said everything she wanted to.

"I just wanted to say that I'm glad you feel good enough to come back to school Fuminori! Omi and Koji are as well! But we were worried about you too! You seem like there's something on your mind and you don't really talk much anymore. I just wanted to see if there was anything I could do . . . to . . . help?"

Yoh's voice faltered as she noticed that Fuminori hadn't stopped intensely staring at her this whole time, as though he was mesmerized by something.

"Is . . . something wrong Fuminori?" she asked tentatively, a bit concerned by how intently he was looking at her.

"You . . . your . . . normal" Yoh barely heard him breath the words. She didn't understand them any better than she understood his stare.

"N-normal" she stuttered. "Wh-what are you talking about Fuminori? Why wouldn't I be nor- woah!"

She'd cried out slightly for Fuminori had suddenly moved forward and wrapped his arms around her, pulling her into an extremely tight hug. His head nestled into her hair as he seemed to breath her presence in. Luckily for them both, the surrounding area was nearly deserted so few to no people were around to witness such a brazen act.

Yoh tensed for a moment. She was attracted to Fuminori, she wouldn't deny it. In fact it was one of the principal reasons she'd been so concerned about him. But even though Fuminori was hugging her tight like a lover might, she knew instinctively that this wasn't the reason he was doing so. It brought more to mind the actions of a drowning man who's found a steady thing to cling to.

Yoh felt a wetness through her hair and, with a shock, realized that Fuminori was crying. She, mildly hesitant but feeling pity, wrapped her own arms around him and tightened her grip as she heard him stifle a sob. They stood for several minutes like that. Yoh a few times tried to pull away, but Fuminori just held her tighter, like he was afraid she'd turn into some horrible monster if he let go.

Finally, Yoh gently but firmly began to push him back and Fuminori, reluctantly, acquiesced. He kept his arms on her shoulders as he seemed to drink in the sight of her face.

"What's wrong Fuminori?" Yoh asked timidly. "Please tell me so I can help you."

A spasm of fear flickered across Fuminori's face as he comprehended her words. He looked around them at the lawn and then back at her. His gaze fell to his feet.

"You're beautiful you know" he said without preamble. Yoh started slightly, her face glowing red, wondering where the compliment had come from. Fuminori looked up at her, a smile coming onto his face. It was more relaxed and more like . . . him . . . than she'd seen since before the car accident that had put him in the hospital. It felt so good to see him smile like that that she smiled in return.  
"Somehow Yoh, I never really realized just how beautiful you are" Fuminori went on. Then his face clouded over with something as he looked around again.

"I . . . I need some time to think Yoh. Perhaps we could meet out here again tomorrow after class and you could bring Koji and Omi? I'd like to see them again. Maybe we can talk then?"

His voice was sincere and even a bit vulnerable. Far different from the hurried and stressed tones that she'd heard him use for so long. It made Yoh's heart lift considerably. She thought, for a moment of trying to get him to tell her what his problem was immediately. But, after a moment's thought, concluded that it would probably be good to let him think about how to talk about it, and also better to have their other two friends there as well.

She put a hand on Fuminori's shoulder and smiled kindly. Fuminori blushed and put his hand on hers.

"Of course Fuminori. I'd love to do that. Same time tomorrow then!" She turned and strode off, trying hard not to skip.

As she left, Fuminori watched her go. Watched the _human_ form of one of his best friends Yoh go. He'd thought he'd been hallucinating at the sound of her voice. But as he'd stared at her, it had suddenly come home to him that Yoh, that someone other than Saya, looked normal to him. She had smelled and felt normal as well. Perhaps he shouldn't have been so bold, but he'd had to be sure. Though, he wasn't sure that this would last and desperately told himself not to get his hopes up.

Initially it had only been his eyesight that had made things look mad, but his other senses had soon followed suit. It was possible that Yoh would be back to looking like a monster tomorrow, which was why he'd asked for time to think. The part of him that couldn't help hoping, wondered if Koji and Omi would look normal too. If Yoh did, then it was certainly possible. Perhaps this had to do with that white thing that had appeared. Though he'd been rather angry at it for hurting Saya, she still had a burn scar on one of her arms because of it, he considered that perhaps its intentions hadn't been as malevolent as he'd first thought. He hadn't really seen what was going on after all and if it was responsible for this new development . . well, then . . . he didn't really know what to think.

All he could think was that if this was the result of what meeting to the white weasel thing was then he couldn't wait to see the little thing again

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 ** _Author's Note: Like I said at the beginning, sorry this took so long. If you liked it or wanted to say something about it in general, please drop a review. Reviews help writers feel accomplished and gives them incentive to continue writing. It also helps us know what you enjoy and what you don't enjoy._**  
 ** _Thanks for reading it! Hope you enjoyed it!_**


	8. Oriko Gets Some Visitors

**Author's Note:**

 **Hello, hope you enjoy this.**

 **Keep in mind that this starts at the picnic meeting that Kirika and Yuma planned and forced Kyoko and Oriko into the last time we saw them.**

 **I do have one semi-serious question for you readers that I'd like some feedback on. Would you prefer my chapters be shorter? The actual length of content likely won't change, but I would try to break it up into more pieces that might be published quicker (I make no promises, but it's likely). I'll repeat this question in the end notes in case you missed it here, but I would appreciate you to weigh in on this, as I realize that 30 page long chapters might be a bit much to go through at once.**

* * *

 _ **Soundtrack: Puella Magi Madoka Magica OST – Pergo Pugnare (Strings)**_

Kyoko had to admit, as she tasted some rice prepared by Oriko that the girl was good at cooking. That and, as far as she could tell, she didn't seem to have some sort of unseen agenda in regards to Yuma. They had agreed to meet in the park in an hour while Oriko had gone to get the food. Kyoko had had very little problem waiting as it had meant that she wouldn't have to worry about getting a meal for herself and Yuma and she was not disappointed by the amount or quality of the food that Oriko had brought. Kirika and Yuma were obviously enjoying it too as they were both chowing down with a gusto that Kyoko could both understand and approve of given her own views on how not one bit of food should be wasted.

After a bit though, she felt that she should probably get the conversation rolling.

"So" Kyoko said after shoving a large chunk of rice into her mouth. "We talking or what?"

Oriko picked at her own bowl of rice as she and Kyoko stared each other down. Both girls seemed to be on the lookout for any sign or clue which would give them insight about the other girl's motives and character. Kyoko noted internally that Oriko was dressed in a, while not gaudy, still a rather expensive set of clothes as well as the fact of how she held her head high and her body with perfect posture, along with her seeming tendency/ability to try and read people. Put it all together and Kyoko figured that Oriko was from a rich family, probably lots of influence hence a need to instill 'proper' ways of acting and reacting around the Plebian Commoners.

Oriko meanwhile had taken in Kyoko's stained and somewhat frayed clothing, evidence of long usage over time in outside weather. She also noted how Kyoko might seemed relaxed but underneath it she could see a tenseness that indicated that she was ready to move and fight at the slightest hint of provocation. All possible signs of her being homeless (not all that unlikely, life as a Magical Girl did a number on most familial relationships, or even just relationships in general). Oriko was not homeless, but was not unaware of the harsh conditions such people could face (it was, after all, one of the things that her father had wanted to change and campaigned to do so). Thusly, Kyoko's cagey behavior around an unknown element was understandable. Heck, if Oriko hadn't known Yuma beforehand and gotten something like an unintentional vote of confidence from her, Kyoko probably would've just been on her merry way rather than agree to talk further. Though, Oriko did wonder why she'd been spying on the same group that she herself was.

Meanwhile, on their side, Yuma was steadily chewing her way through a rice ball so large that it looked more in shape like a cantaloupe than anything else. Just across from her, Kirika was doing the same. Both girl's faces were transported with pleasure as they savored the fruits of Oriko's labor.

Oriko and Kyoko stared each other down for a bit longer before Kyoko, rolling her eyes at the long silence, suddenly spoke up.

"So, you said something about spying on the Magical Girls in the apartment. Why? What's your beef with em?"

"I could ask the same of you" Oriko said mildly as she raised a teacup and took a sip.

Kyoko snorted in a way that Oriko had certainly never done so, "I asked first. Sides, of the two of us, I think I got more reasons to spy on them then you do."

"And why is that?" Oriko asked mildly.

Kyoko opened her mouth, no doubt to try and turn the question back around on Oriko again, but before she could speak, Yuma looked over at them, swallowed, and answered.

"Oh, because one of those girls is a friend of Kyoko's!"

"Yuma!" Kyoko said sharply, her eyes flashing in the young girl's direction.

Yuma put a hand to her mouth sheepishly. "Sorry Onee-Chan, I forgot you said that you weren't friends anymore."

Kyoko put two fingers to her forehead, "no, that's not why . . . just please be quiet and eat some more rice Yuma."

"Okay Onee-Chan," Yuma nodded vigorously and returned to her systematic inhalation of the rice ball. In spite of herself, Kyoko smirked and patted the young girl on the back as if commending her for her ability to eat so much so quickly.

"So you know one of the girls?" Oriko prompted.

Kyoko scowled at her, then seemed to decide that, with the information out in the open, she may as well confirm it.  
"Yeah, Mami Tomoe. Used to work with her for awhile before I wised up."

"And she is the reason you were spying on them in the middle of the day?"

Kyoko narrowed her eyes, "I'm hearing a lot of questions for me, but not a lot a answers from you. You got something outta me, so let's hear you take the next turn."

Oriko considered this. It did make a bit of sense, information for information, fair trade. The problem was, she had things that she wasn't really ready to share freely. In the wrong hands, especially if the Kyubey thing should prove hostile, some of her foreknowledge might convince it that she was a threat that needed taking care of. She needed to be sure she could trust Kyoko before she let information like that out.

Still, the idea still had merit, maybe it could work with a simple caveat thrown in.

"In that case, I have a proposal" Oriko said. Kyoko raised an eyebrow but did not interrupt, so Oriko continued.

"We will each be able to ask the other a question in turn and the other will answer. However, if we do not feel like answering, or feel that we cannot answer, the other person may ask a new question to make up for the unanswered one. Quid pro quo as it were. Is that acceptable?"

Kyoko looked down, pondering the deal, turning the words over in her mind. She couldn't deny she was curious as to why this Oriko girl and the biker chick, Kirito or whatever her name was, had been spying on Mami and her new posse. It's not like she considered her past with Mami a huge secret, though she didn't particularly want to discuss anything close to her father or family. But Oriko had said that she could refuse a question if she wanted.

Kyoko gave a curt nod and Oriko opened her mouth. But before she could speak, both girls were distracted as Kirika gave a sudden cry of pain. She had apparently been so intent upon eating her food that she'd wound up biting on of her own fingers. After a few moments sucking the finger and ensuring it wasn't permanently damaged, she turned to the others with a grin on her face, pain completely forgotten.

"Sounds great, Oriko, you got an answer about Mami, so now you got to answer one of Kyoko's questions."

Oriko blinked, then sighed.

"I suppose you're right. Very well Kyoko, ask your question."

Kyoko contemplated the girl in front of her, then snorted.

"Just answer my first question, what's your beef with Mami? Or her groupies or whoever you were spying on."

Oriko mulled the question over in mind. Divulging her intention of information gathering would doubtless lead to more questions that might probe dangerously close to her vision of the creature and its fate of destruction. However, would no answer be even more suspicious? Kyoko could conceivably be an ally, but just as conceivably not if this Mami Tomoe turned out to be a person she cared for and Mami was in turn in league with the small creature. Though then again, perhaps she could sell Kyoko on the premise of saving her friend from the small creature's influence.

There she was, getting ahead of herself again. She didn't even really know much about the small thing, but as she'd said when she first met Kyoko, their lack of information on both sides might possibly be a path for cooperation. So, a small bit of the truth might not hurt here. Not much until she had an actual workable agreement with Kyoko, but a small bit.

"Currently, I have no problem with any of the girls. Only potentially with the Kyubey-like creature that was with them."

Kyoko tilted her head, "you noticed that too huh? Wonder what's up with that thing? And that was rhetorical, not an actual question."

Oriko cleared her throat and then spoke her question, "what was your reason for spying unseen on them?"

Kyoko looked away, taking a moment to answer, ". . . been away for a while. Wanted to see what's changed. Didn't think that Mami would have so many new friends already."

" _She's lying, or at least, not telling the whole truth"_ Oriko thought as she noted Kyoko's shifty eyes and tense posture.

" _Perhaps she too has a strange reason to chase those girls"_ she continued the thought. _"Whatever it is, she likely won't tell you until some trust is earned, or an agreement is reached, if possible."_

Kyoko had turned back and the next question flowed off of her lips.

"Why's that Kyubey thing a problem? Whatcha know about it?"

Oriko debated on that point. Technically Kyoko had just asked two questions, but as they could conceivably be called the same, similar, or just connected, she felt she could answer them both. But back to the matter at hand the creature might be dangerous. If it was, she couldn't risk the fact that she might have to kill it getting passed onto its ears, even indirectly.

"I am unsure," she said truthfully. "My powers have given me reason to believe that its differences from Kyubey are not just skin-deep. This makes it a rogue element that may or may not cause unnecessary damage."

Kyoko mulled the words over in her head as she picked up a chicken leg and began chomping on it messily. Oriko flinched slightly as grease and oil spattered onto Kyoko's shirt without the girl noticing (or else not caring). Would it kill her to show some proper manners?

On Oriko's side suddenly, a small burp suddenly erupted and everyone looked over at Yuma. The small girl covered her mouth, her face reddening, but then everyone's attention was stolen yet again as an even louder burp was sounded by Kirika.

The black haired girl looked down at Yuma and grinned as the small girl tried to smother her giggles.

"Betcha you can't burp louder than that!" she said in a challenging tone of voice. Kirika had actually grabbed a soda can and seemed about to empty it into her mouth before Oriko put a hand to her forehead, though she was smiling ruefully.

"Kirika, this is not the time or place."

"Aw, c'mon Oriko!" Kirika protested, somehow managing to make her lip tremble as she gazed imploringly at the white-haired girl. Oriko almost gave in at the look on Kirika's face, but steeled herself and said firmly, "no."

Oriko turned back to Kyoko, who was smirking with grease covered lips at the girl in front of her.

"My turn then," Oriko said to bring the conversation back to the main topic. "Are you intending to make contact with the group of girls we were both observing?"

Kyoko mulled the question over, then shrugged, "not yet. Don't think I'd be welcome and besides, don't want them to know I'm watching em. Need to figure some things out first."

Kyoko then looked intently back at Oriko, "so what sort a deal you wantin? I don't share spoils for hunts and I gotta say right now, if your lookin to fight them you'd better steer clear. Mami's had this territory locked up nice and tight for awhile now and she's _good_ at what she does. You might be crazy or stupid enough to try it-" Kirika looked angry at this and opened her mouth to retaliate, but Oriko held up a hand, forestalling her.

"-but I ain't. Still, now that I got this little munchkin," Kyoko jabbed a finger at Yuma, who looked up at her with her mouth full, "it might be nice to get some help to get this done as soon as possible so I can head back to Kazamino."

Oriko nodded, "as for that, we appear to be in broad agreement. Simple observation for now with no contact and we shall compare and contrast notes. Perhaps take it in shifts to watch them. All other aspects of our lives, Magical and otherwise, shall be unaffected by this deal."

Oriko glanced at Yuma and a sudden thought seemed to occur to her. She turned back to Kyoko.

"Can I assume that you both are, broadly speaking, homeless?"

Kyoko's eyes narrowed, "you some sort of stuck up rich girl?"

Oriko held up a hand to forestall Kyoko's anger, "nothing of the sort, though I am rather better off than most in the city. I was merely going to suggest that, if you have nowhere warm to sleep, I could rent a small apartment for you and Yuma."

It was a calculated move. Sure it might leave a paper trail back to her that could lead the Rogue Drone or one of it's companions back to her home, But Oriko got the feeling that Kyoko didn't have the technical know-how to do that. Kyoko also didn't give the feeling that she was going to rush to tell the Rogue Drone everything she know about Oriko. The girl seemed to like to hold information close to her chest. Adding to that was the fact that she really did not like the thought of Yuma being homeless alongside a girl who might die at any moment in a Witch Hunt. And finally, it might gain some trust and cause Kyoko to feel she owed Oriko something.

Kyoko considered the proposal, "how small we talkin about? We talkin small suite small, or capsule hotel small?"

Oriko smirked, "well considering I live in a large estate, I think my definition of small is a bit bigger than yours. It would be comfortable enough for you two, though not overly large. I may not want for much money, but that doesn't make my resources unlimited."

Oriko then noticed that Yuma was gazing awestruck at her and the small girl suddenly spoke up, "you live in a mansion?!"

Everyone looked at her, but she was too caught up in staring rapturously at Oriko to be embarrassed by this.

Oriko chuckled slightly, "yes, I do live in a very large house that would probably classify as a mansion. I only heat a part of it however, as the costs of heating the whole building is too expensive. Not to mention a waste of time."

Kyoko sniffed "why's that, are your family health nuts or something who think that freezing your a-" She shut her mouth for a moment, glancing at Yuma while searching for an alternate word. "Freezing your butt off is a way to get better? 'Misery builds character' sort of people?"

Oriko frowned and looked down. "no . . . I live alone. My parents are . . . unfortunately no longer with us."

Kyoko froze, her eyes boring into Oriko's. Then she said something that caused Oriko to tense up.

"Say, wasn't there a politician named Mikuni who got fired cause he was stealing? Then he offed himself."

Oriko was still as a statue as she stared at Kyoko. The red-headed girl however, sniffed and examined an apple before taking a large bite out of it. Her eyes found Oriko's again and she smirked.

"Doubt you had much to do with it, probably too young. Was that why you made your wish?"

Oriko blinked, thrown for a loop as she stared at the girl who'd managed to guess her reasons (or at least, the main reason) why she'd made her wish. Kyoko shook her head, her smirk vanishing as she closed her eyes in a stressed expression.

"You'd start to think Kyubey's got a thing for girls who'll just waste their wish on their Dad's."

"Waste?" Oriko said, half-curious, half-annoyed. Kirika was glaring at Kyoko again, though she refrained from speaking for the moment.

Kyoko snorted, "Magic's only good if you use it for yourself. But anyway, we don't seem to be playing the question game anymore, so let's talk about our deal." She grimaced.

"Flattering as it is," she said with the small sneer, "I think I'll stick to roughing it in the great Mitakharan City Outback. No offense but I don't know you well enough to start acceptin charity from ya."

Oriko nodded, not particularly surprised, it'd been a bit of a longshot anyway.

"I do have one other condition," Oriko said clearly.

Kyoko cocked an eyebrow, but did not speak, so Oriko continued. It might've been said already, but Oriko felt the need to make a point of it.

"It is that you will not make contact, direct or indirect, with the Magical Girls or with the Rogue Drone unless I say so."

Kyoko was silent for a moment, then snorted and smirked, "what, are you scared I'm gonna tell on you or something?"

"It's no laughing matter," Oriko said sternly. "It is imperative that the Rogue Drone and its allies not know about us before we're ready. If it really is as dangerous as I think it might be, then we'll need every edge we can get. And the element of surprise is one edge that is easily lost and hard to regain."

Kyoko was still smirking slightly, annoying Oriko with her expression. But after a few moments she sighed, "fine, I'll check in with you before I go running off on any big adventures or something like that."

Oriko nodded and looked around at the group as a whole and noticed that nobody (not even Yuma and Kyoko) was eating anymore.  
"Well, in that case, it appears that our meeting is concluded" she said reasonably. "When would you like to meet next to compare notes?"

Kyoko thought for a moment before shrugging.

"How about a tomorrow. Should give us some time to get some new info to share, or just hash things out more. So long as you keep the food comin I'll share."

The red head got to her feet and everyone joined her, Oriko gathered up the pieces of the picnic and put it in the basket she'd brought along. Yuma helped with a small smile on her face and as she brought her dishes over she held them out as she spoke.

"Thank you for all the nice food Onee-san."

Oriko smiled warmly down at her as she accepted the dishes and put them away. Then she stood up and dusted herself off.

"Well . . . until then Sakura-San."

Kyoko nodded, then turned and walked away with Yuma at her side. Yuma waved enthusiastically at Oriko as she walked and Oriko waved back with a faint smile on her face. Kirika waved so fast that her hand looked more like a blur than anything else.

"I liked her!" Kirika said, referring to Yuma, "she was soooo cute! The redhead though," Kirika's face fell slightly, looking annoyed, "what's her deal! She had no right to call you stupid!"

Oriko shook her head slightly, touched by Kirika's defense of her.

"It's alright Kirika. Not everyone likes me."

Kirika shook her head violently, staring at Oriko, "then they're idiots Oriko! No one who knew you could dislike you! You're perfect."

Oriko chuckled slightly as the two of them turned and began walking home. But something in her felt a little bit uncomfortable. She had noticed it before. At times Kirika had moments like this where her devotion seemed to swing forward into obsession. It was somewhat disconcerting for her to hear Kirika say such things with such absolute certainty.

 _ **Soundtrack: Puella Magi Madoka Magica OST – Warning #2 [Pitched+1]**_

"Kirika," Oriko said suddenly. The black haired girl looked over at her expectantly.

"What would you do for me?" Oriko asked quietly.

Kirika looked slightly confused by the question, "anything Oriko!"

It sounded good on the surface, but something about the instantaneous speed of the answer bothered Oriko, something she couldn't put her finger on.

"Anything Kirika, anything at all?"

Kirika cocked her head, "of course, Oriko whatever you want."

"What if I asked you to do something you didn't want? Something you didn't like?"

Kirika seemed to freeze for a moment, looking a slight bit confused. Then a placid smile spread over her face and she answered with crystal clear certainty and a (slightly concerning) airy-fairy look.

"All I want is to do what you want. After all, I love you and you're always right."

Oriko studied Kirika's face intently, noticing how the girl seemed utterly oblivious to everything but Oriko herself.

"But why? Why do you think that?"

Kirika shook her head, the same vague smile on her face.

"What does it matter why I think it, it's true isn't it?"

Oriko stared with some trepidation at the almost blank stare of the black-haired girl. She considered Kirika her only friend and treasured their relationship like no other, but moments like this made her rather worried about Kirika as a person. Whenever she delved deeply into why Kirika wanted to be her friend, she always seemed to come up against these statements that ran in circles rather than answering themselves. It worried her, and it frustrated her that she never had the time, nor even the motivation to truly investigate it.

She shook her head and looked away, mulling things over with some frustration. Perhaps, when the current crisis was over, she could truly sit down with Kirika and hash out what made her so certain and . . . obsessed with Oriko. But right now, the Seer felt she couldn't spare the time to do so. It looked as though she would have to try juggle not accidentally revealing herself to the Rogue Drone or one of its companions, maintaining a good relationship with Kyoko (while simultaneously making sure she didn't 'out' Oriko to the Drone, intentionally or otherwise), sorting out her feelings with Yuma and trying to make sure the younger girl wasn't getting into too much danger, thinking up potential plans for how to 'deal' with the Rogue Drone before her vision came to pass, and to top it off, try and ensure that Kyubey didn't benefit anymore from this chaos than it surely already was.

She was swamped.

Still, it didn't stop a dull worry in her gut as she turned back and watched Kirika skip along beside her, the placid smile still painting her face. She really wished she knew why the girl latched onto her so hard. Perhaps in her own way, Kirika was just as broken as Oriko herself. And if she got fixed, would she even want to be around Oriko anymore?

Oriko felt her fists clench and her eyebrows furrow. For a moment she felt something icy stab into her gut, but then she forced a long deep sigh. Kirika looked at her with concern, seeming to snap out of the sort of daydream that she'd seemed to have fallen into, but Oriko just smiled and then and walked on. She had some spying to prepare for, as well as instructions to give to Kirika during the days when she was in school with the Rogue Drone's companions. She pushed the questions about Kirika to the back of her mind. Hopefully they wouldn't bother her there.

* * *

 _ **Soundtrack: Puella Magi Madoka Magica OST - Taenia Memoriae**_

Kyoko and Yuma were perched on the top of a high rise building. It was a fancy hotel that Kyoko had managed to break into after their normal sleuthing and gathering they'd done after they'd left the meeting with Oriko. Both of them were looking out over the city as the sun set. Yuma was enjoying the view immensely and that was the main reason that Kyoko was sticking around up there. It wasn't bad she had to admit, as the sky was a beautiful mix of fiery oranges and reds as the orb started to dip below the horizon.

Still, as she looked over at the small girl beside her, Kyoko felt herself frown.

"Say, Yuma."

The green-haired girl looked over and up at Kyoko with a small smile on her face.

"Yes Onee-Chan?"

Kyoko pinched her forehead, "I thought I told you not to call me that," she said, though without much heat.

"Anyway, so you said earlier that you met Oriko at a picnic." She waited a moment, Yuma nodded.

"Right, so was that the only time you saw her? Before today was that it?"  
Yuma nodded, tilting her head with curiosity at where the conversation was going.

"What was she like then?" Kyoko asked, staring piercingly at Yuma.

Yuma squirmed a bit, ". . . she was . . . she was nice."

Kyoko mulled the words over in her mind. Oriko had seemed pleasant, at least as far as politeness went. But Kyoko was able to note the wariness that the girl seemed to conduct herself with. To be fair, Kyoko herself hadn't exactly been willing to spill every single secret she had in an instant, but . . .

Kyoko chuffed slightly, she couldn't put her finger on it, but the girl had given her a feeling of . . . depth . . . unspoken intent . . . it was just that Kyoko felt like there was more to what she wanted than what she was telling Kyoko. Supposedly she was investigating the weird Kyubey thing because she suspected it of something dangerous. How or why she knew that wasn't discussed. Thinking back on it, they hadn't even really discussed what their powers were as Magical Girls (not that Kyoko was all to eager to discuss her own abilities, or rather, her lack thereof).

Kyoko had lived on the streets for a good long while, and in such a time, there had been a bit of an education on knowing how to conceal things, when to reveal them, and see when someone was conning you. She didn't feel like Oriko was 'conning' her per se. But she could not shake some sneaking suspicion that something fishy was going on. She supposed her weird dreams were a part of this. But the fact remained that she wanted to try and know a bit more about Oriko. She had her guesses which she felt relatively confident in, but not certain.

Which brought her back to Yuma.

"Look," she said quietly, "just tell me what happened when you met her."

Yuma thought back, her face growing pensive.

"It was night and I wasn't at home. Mommy . . . Mommy told me to . . ." Yuma's face fell and she clutched herself, seeming to become lost in a memory as she shivered. Kyoko instantly scooted closer to her, and, despite feeling a small bit of embarrassment, put her hands on Yuma's shoulders and shook her slightly.

"I think I get the picture Yuma, just skip to when you first met Oriko."

Yuma shook her head slightly, "w-well. I walked around until I got to the place with all the grass and trees. It was dark out and I was a bit scared and hungry. Then I smelled some really nice food and walked through some bushes. Then, I met Mikuni Onee-San. I was afraid she'd tell me to go away, but she just smiled, gave me some food, and told me to sit down next to her."

" _Okay, so she let a random kid sit with her and shared her food with her"_ Kyoko thought, digesting the fact.

" _Maybe her similarities to Mami are bit more than chest deep"_ she thought with a small smirk.

"We talked for a bit, she said she was watching the moon then she asked me why I was out when it was so dark. I told her about . . . mommy and daddy . . . how I wasn't a good enough girl for them."

Kyoko's eyes narrowed, "hold up, who made you think that! Was it Oriko?!"

Yuma looked startled by Kyoko's outburst and her angry expression. Still, she shook her head regardless.

"N-no. She just talked for a bit about how Mommies, Daddies, and little girl's should all try to be 'good' but that we can't . . ." Yuma's face fell as she tried to phrase what Oriko had told her.

" . . . that, nobody's perfect and that we shouldn't be angry at people because they aren't perfect!" she finished with a smile, proud of herself for having managed to say all that.

Kyoko nodded, thinking about what Oriko had been said. But then Yuma seemed to remember something and spoke again.

"Oh, she said that she didn't feel like a 'good girl' either."

Kyoko's brows furrowed. That was something interesting. Assuming Oriko was being genuine, and Kyoko had little reason to suspect that she wasn't at that moment. Sure, she probably could sense that Yuma had the potential to be a Magical Girl (much like Kyoko herself could sense it), but it seemed that she hadn't taken any advantage of the situation. The bit about Oriko not thinking of herself as being good did stir something inside her and brought up some images of her Father hunched over a desk with a bottle in his hand. Images that she quickly clamped down on, having no desire to remember them.

Was Oriko trying to fix something? If she didn't feel like a good person, what was she trying to do about that? As she and Yuma got into bed, Kyoko mused that, speaking as someone with some experience making a wish for the sake of another person (possibly the same sort of person, if she was right in her guess on who had influenced Oriko to make her wish), then it was a powerful motivator. Whether or not it was a smart thing was another matter altogether.

Kyoko groaned internally, she was thinking way harder about this than she was normally given to. How had it come to this? Her nice little life had collapsed to numerous complications in the space of about a week. Ever since that first weird dream with the black-haired girl, she'd felt like she needed to come back to Mitakihara, the dream with Sayaka had been the . . . well not exactly straw, more like 'boulder' that 'broke the camel's back.' And since she came back, her life had just spiraled into her looking after a grade-schooler and agreeing to act like a spy with a Magical Girl who wasn't telling her everything. Seriously, how had things gotten so insane in just a few days?!

She rolled over and caught sight of Yuma's sleeping face. After a moment, Kyoko's disgruntled face relaxed and her lips softened into, not exactly a smile, but not a frown either. Then she sighed deeply and closed her eyes, giving into sleep's embrace.

* * *

 _ **Soundtrack: Puella Magi Madoka Magica OST – Salve, Terrai Magicae (Tin Whistle, Orchestra)**_

The next few days were a mix of tailing the Drone and its companions, meetings with Kyoko to compare notes, and keeping up appearances at school. Kirika gathered all the information she could on the sly during school (mostly on the Drone's companions due to the fact that she went to the same school as them). Kyoko did tell them in a basic sense about Mami and her powers (ribbons apparently, but she was very good at finding creative ways of using them and of maximizing basic Magical Girl powers). The two had evidently been partners for awhile until a disagreement had driven them apart (Kyoko always refused to discuss the particulars with Oriko and Kirika). The other three middle-school students were somewhat unknown.

Kirika had managed to get some hearsay about them through school gossip, though she'd said that the black haired girl (named Homura apparently) had seemed to shoot her quick looks a few times. Oriko had been curious, but as nothing had happened within a few days, hadn't seemed to consider it something to worry too much about (or at least hadn't indicated such to Kyoko). Anyway, Homura was apparently a Magical Girl and somewhat of an anomaly. Kyubey had been around occasionally (thankfully he hadn't yet found out about Yuma to their knowledge) and Oriko and Kyoko had asked him about the group. The main interesting thing of the conversation was that not even Kyubey knew much about Homura, apparently he had no memory at all of granting a wish to her and didn't even really know what her powers were (though he indicated he was observing her to make progress on that front.)

Madoka and Sayaka had been less mysterious, they were simply girls who had the potential to become Magical Girls, though they'd evidently decided against it. The white-haired grade schooler, Nagisa Momoe, was another new Magical Girl who was bunking with Mami due to a personal tragedy.

Kyubey didn't have much knowledge on the Rogue Drone (or at least not much that he'd been willing to share). The only knowledge of it that they'd gained was that, a week or two ago, it had suddenly disconnected itself from the network (though Kyubey described it as one of his friends suddenly not talking to him anymore) and had resurfaced working with Homura. When asked if it was possible that the Rogue Drone was controlling or manipulating the girls in order to go along with some sordid scheme, Kyubey had responded by saying that it was certainly possible. It was even probable that he was getting the girls to do what he wanted by making them think certain things of Kyubey that they wouldn't normally.

All in all, they gained a good bit of impersonal information, but still had a lot of questions after a few days. Which isn't to say that some interesting things didn't happen. One thing was what happened when they had next met and Kyoko and Oriko had gotten around to discussing what sort of powers they had.

* * *

Oriko and Kyoko were sitting on a park bench, eating some food (Oriko daintily taking small bits and chewing with intent while Kyoko scarfed down a plate loaded with food), and watching as Yuma and Kirika messed around a few feet away.

Eventually, Kyoko finished her food (somehow quicker than Oriko in spite of the mountain of food she'd started with) and put the plate aside, "so what are your powers anyway?" Kyoko asked casually as she stretched.

"I gain visions of the future," Oriko said casually. She had been hesitant to reveal her powers at her earlier meeting, but as they had a working agreement down and neither one of them would be in contact with the Rogue Drone, she felt it was alright to reveal her powers.

Kyoko froze as Oriko spoke, her arms and legs frozen in an outstretched position as she stared at the girl. Eventually, she opened her mouth and then closed it again, seeming to be searching for something to say. Finally, she opened up her mouth again.

"So, you can see things that are gonna happen?" her voice was hesitant as she stared at Oriko, who was a bit disconcerted with her reaction.

" . . . yeeees," she said with a questioning voice. "My visions usually come at random and some of them are of people I haven't even met yet."

Kyoko twitched, her eyes narrowing. "And that's a skill that only you got? That ain't anything other Magical Girl's can do?"

Oriko tilted her head, "no, as far as I know, it's just me. Kyubey says its my Wish-specific power that gave me this ability. Why do you ask-"

She stopped short as they contemplated Kyoko's question before reaching a conclusion

"Have you . . . " she asked slowly. "Have you . . . been having visions of the future?"

Kyoko looked to the side, her eyes hard and her face taut, as though angry with herself. Then she burst out.  
"Okay look, the first one was about a week ago and it was freakin weird all I really remember is that black haired girl in it trying to fight off a giant witch that looked like a . . . " she strained for a moment before snapping her finger, "a big joker doll, that's it."

Oriko twitched, recalling the shape that the giant Witch, that Walpurgisnacht, had taken in her vision.

"She was tryin to fight the giant joker doll and was losin. Then, a couple nights ago, I got another weird dream that had Mami and those other girls in it, but it was mostly about Sayaka and me!"  
Oriko blinked, "who?"

Kyoko slapped a hand to her face, "dangit, that was her name in the dream. I still gotta see if that's her real name. But anyway, I never met any of them, cept Mami, before and I suddenly start having dreams about them. I mean, it ain't my power so what the heck's going on here!"

There was a moment's silence as Oriko tried to take all this in. Kyoko looked frustrated and conflicted, but then her face suddenly grew horrified.

"Oh no!" Kyoko exclaimed loudly. Oriko looked at her with interest.

Kyoko's eyes were wide as she stared at Oriko, "I said 'freakin' instead of the other word! What's happening to me?!"

Oriko put a hand to her mouth and chuckled slightly, "I suppose it's just Yuma rubbing off on you. You've censored yourself in front of her, so I suppose its taking effect elsewhere. You said 'heck' too if my observations are correct."

Kyoko looked more horrified than ever.

"Oh, and 'dangit' if memory serves," Oriko needled with a smirk.

Kyoko put her hands on the sides of her head and stared at Yuma with wide eyes.

"But back to the matter at hand" Oriko said pointedly "what are your powers? Are you certain that they didn't have anything to do with your visions?"

Kyoko's face grew annoyed, bordering on angry. She crossed her arms and looked away from Oriko. The silence stretched on between them, but finally, after a long stretch, Kyoko mumbled something.

"I'm sorry, I didn't catch that" Oriko said tentatively.

Kyoko looked back at her, somewhat mutinously, "I said, 'not likely.'"

Oriko blinked, "I'm . . . going to need a bit more explanation than that."

Kyoko threw up her hands in frustration, "my powers don't work anymore, okay! They haven't worked for for a long time now! There, you happy!"

Oriko stared, ". . . . I . . . wasn't aware, and I'm sorry to hear that you can't access them anymore. Though, I suppose that is a testament to your raw skills that you've managed to do so well so far."

Kyoko rolled her eyes, though she looked slightly mollified, "yeah well, I had to learn to live without em. All I really did anyway was make fake copies of myself and other things. Didn't have anything to do with my mind or seeing the future. So that's a no go for a theory."

Oriko nodded finishing up her own food and laying her plate down neatly in the picnic basket they'd brought. A ways away, Yuma chased Kirika in a game of tag, the older girl dodging around as Yuma surprisingly was able to catch her quite frequently. Kirika took it in good humor as she chased the younger girl around and fell over time and time again as she leapt at her. Their laughter reached the two girls and they found themselves smiling automatically as the two girls played.

A moment later however, Kyoko arched an eyebrow at Oriko.

"So, you gonna tell me why you're so obsessed with that weird Kyubey. Did you have a vision about him or something like that?"  
Oriko looked down. She supposed that it might be rather obvious in hindsight that her powers would bear in on her mission. She hadn't revealed her reasons the last time they had met, but with the reveal that she had visions of the future, it probably would be rather obvious to anyone what the most logical explanation for her suspicions would be. To deny it would probably be more suspicious than it would be to just outright admit it. Though she need not get too detailed.

"I did indeed have a vision of the Rogue Kyubey. In it the creature was fighting, as you eloquently put it, the giant 'Joker' Witch, Walpurgisnacht is her name."

"Huh," said Kyoko noncomittally, "so wait. If it was fighting that giant Witch, then why do you seem so suspicious of it. Wouldn't that make it one of the 'good guys'?" Kyoko made air quotes at the last two words.

"Unfortunately," Oriko said matter-of-factly, "in the course of beating the Witch, the Rogue Kyubey appeared to destroy the city and, if the energy wave I saw continued on, was possibly going to go on to destroy the world."

"Hmmmm," Kyoko hummed. "So, if I saw the black-haired chick fighting the giant Witch and looking like she was losing and you saw the weird Kyubey thing fighting the Witch and blowing up the world . . . who's right?"

That brought Oriko up short for a moment. It was true that she'd had a vision of Yuma being dead because of her mother which obviously hadn't come true. Oriko had been operating under the assumption that her visions were what was going to happen, unless she took steps to prevent it. But, Kyoko did make a good point. Whose vision was more "true" of the two of them?

"I think," she said slowly, "that it's possible that your vision was a view of what might happen if the strange Kyubey creature wasn't in the picture. My vision is likely what will happen given that it is involved now. After all, it is my dedicated power, so it seems reasonable that my vision would be truer than yours."

Kyoko seemed to contemplate this. Finally, after a bit of thought, she replied, "okay, but if that's true then what are we gonna do? When that girl was fighting the giant Witch, Walktowardsthispack or whatever its name was, she wasn't winning. She wasn't a weakling either, she kept throwing bigger and bigger bombs at it and it just threw back stronger. It felt more like she was trying to fight fate than anything else."

Oriko considered this. Certainly such a powerful Witch that was going to arrive soon was cause for consideration. Still, Oriko felt that it would probably be more prudent to figure out the main threat that actually did seem to cause the ultimate destruction and what it was doing at the moment. Walpurgisnacht was a serious threat, but perhaps conceivably if she could figure out what the Rogue Drone was doing with the girls, perhaps she could disrupt its plans and get the local Magical Girls to work together to defeat Walpurgisnacht afterwards. Plus, her vision hadn't felt immediate. Some time soon, perhaps a month, but she had distinctly felt that they had had time to do some observation work.

"As we agreed in our last meeting, the current plan is to simply observe them and try and figure out their plans and powers. Hopefully we'll be able to approach this from a situation of knowing our potential enemies and what makes them tick."

Kyoko snorted, "heck I coulda told you what makes Mami tick if you'da just asked."

The silence stretched for a moment as Oriko looked expectantly at Kyoko. The redhead smirked back at the blond haired girl.

"You ain't asked yet. Besides, the other two ain't Magical Girls and the other one's the same age as Yuma, so why you bothering about them?"

Oriko leaned back, "the Kyubey creature in my vision . . . it used an extraordinary amount of energy and it looked familiar."

Kyoko once again cocked an eye at Oriko before the ash-blonde haired girl continued, "it was black and looked extraordinarily similar to the contents of a Grief Seed. My suspicions is that it is gathering corruption from defeated Witches and from the girls in its group. It is likely using them as a means to an end to gather more and more energy and when they are of no more use, I suspect that it will simply do away with them."

Kyoko's eyebrows had clenched as she heard the theory. She seemed to mull it over for a bit. Oriko watched as Yuma and Kirika continued their game of tag. Finally, as the two seemed to tire, Kyoko answered.

"Okay, fine. Don't really change much anyway. All I wanted was to get info, and if this giant Witch really is as dangerous as you say, then I doubt Kazamino would be safe. Besides, someone's gotta make sure Mami doesn't do anything too stupid that might get herself killed That and I wanna see if this Sayaka's anything like what I think she is."

Oriko nodded. It was progress she supposed. At least it seemed that, having heard of Oriko's powers and the source of her suspicions, that Kyoko wasn't going to dismiss her outright. She did seem sincere in her own way when she said that she was going to stick around. The fact that Kyoko had had visions of her own was interesting, but not something that Oriko could really explain at the moment. She'd keep her eyes open for an explanation, but it wasn't one of her priorities at the moment.

"Well, it appears we're agreed then."

Kyoko smirked, "what, and here I thought you liked me before. Did the revelation that I see things in my head too suddenly make you loosen up? Gotta tell you now, I don't swing that way."

Oriko smirked back, "you know that's not what I meant, aside from the point being moot. I don't either."

Kyoko snorted, "really, from the way you carry on with that Kirika chick, coulda sworn something was going on there."

Oriko chuckled lightly, "I . . . can't say I don't understand where your coming from. But Kirika and I are simply friends. Close friends, but just friends."

Kyoko stared at Oriko shrewdly, then back at Kirika. Her eyes narrowed, then she sighed slightly.

"Hmmm, well take it from me, that girl's chained at the hip to you. And from what I've seen, it's a pretty big chain, tight too. Make sure she doesn't wind up strangling herself, or you, with it."

Before Oriko could respond, Kirika and Yuma stumbled back over towards them, both panting heavily.

"Yuma is . . . surprisingly good . . . at tag" wheezed Kirika as she clutched at a stitch in her side and surveyed the grass stains on her clothes.

Kyoko reached out a hand and ruffled Yuma's hair, "good job kid, you'll make a first rate homeless girl with those moves. Nowhere near as good as me, but pretty good."

Yuma giggled and Oriko rolled her eyes.

* * *

As the days passed they usually met once a day at least, occasionally more. Most often it was for supper (Kyoko left it up to Oriko to provide for these). Kirika probably saw the most of their quarry, as she went to school with them. Oriko used the times when she could not or did not observe them to accomplish other tasks that she felt might be useful in the event of a conflict. Still, nothing noteworthy occurred much. They found that the Rogue Incubator and the White-haired girl, Nagisa Momoe, mostly stayed in Mami's apartment during school hours. Oriko noted that, if it came to it, this could make them easy targets. Certainly, it was likely that if the future she saw was to be averted, then the Rogue Drone would have to be . . . removed. Though, when she attempted to get a look at that sort of future, it usually ended with her failure, by death or other means. She needed to find some way to move forward.

However, another notable event, occurred a bit later on during one of their observation sessions.

* * *

Oriko leaned forward, peering through some binoculars at the group of girls and rogue incubator as they practiced in the abandoned industrial park. She held up a small recording device to dictate information.

"Alright, the Incubator appears to have the ability to conjure spheres of energy to use as weapons. It also appears to have some ability to self-modify its body. It appears to be using its prehensile tentacles as alternating blade, claw, strength weapo-"

She was cut off by a loud burp and turned to glare at the girl in red beside her. Kyoko was looking through binoculars of her own, though she was obviously very bored as she alternately took swigs out of a soda can.

Noticing Oriko's glare, she smirked, "lighten up, it's not like we've seen anything new. Honestly, I don't get what you're so nervous about."

Oriko sighed in annoyance. She'd been remarkably open with Kyoko and did appreciate that the girl was staying within the established rules of their partnership, but that didn't mean that she wasn't abrasive and rude. Honestly, sometimes Oriko wondered why she didn't feel more angry at the girl for being so even though she obviously knew it annoyed Oriko.

She heard Kirika panting slightly and turned to see that the black haired girl was hoisting Yuma up on her shoulders. The two of them took a moment to balance themselves, then Kirika handed some binoculars up to Yuma who took them and looked through them.  
"So," Kirika asked eagerly as Yuma swung around, looking over the streets below, "see anything juicy?"

Yuma focused, then giggled, "there's a guy down there who just got caught picking his nose. Some old lady is yelling at him . . . now she's grabbed him by the ear and is dragging him off. . . ."

Oriko smiled faintly at the two's antics, they seemed to get along rather well. She supposed that it was due to the fact that Yuma was a young child and Kirika . . . well . . . at times she seemed to act like a young child so it followed that the two would enjoy the same things. She'd been rather worried about Yuma, despite the fact that she had someone to look after her now. Kyoko had not inspired confidence with her normal attitude of disaffected nonchalance that seemed almost allergic to sincerity and non-sarcastic conversation.

But, whenever her attention turned on Yuma, Oriko was able to notice a strange change in the redheaded girl's attitude. She was still abrasive and somewhat condescending, but it was all tinged with worry and caution. Oriko was able to observe Kyoko speaking quietly and calmly to the small girl, something she was sure Kyoko would never do to Oriko herself. At least, not in the genuine manner that Yuma provoked. Somehow, Yuma seemed to be able to get Kyoko to drop some of the defenses that she had up whenever she spoke to anyone else.

For example, at the moment the girl in question was watching Yuma and Kirika with a laser focus as the two girls swayed around. Oriko caught her flinching several times as Kirika leaned a bit too far and nearly overbalanced with Yuma on top of her. Finally, as Kirika walked dangerously close to the edge of the building, Kyoko growled in frustration and reached out her hands. She put then underneath Yuma's shoulders and plucked her off of Kirika.

"Alright, ride's over."

Kirika groaned dramatically and Yuma's lips quivered as she looked up at Kyoko with doe-eyes.

"Please Onee-Chan? Can't I ride a bit more?"

Kyoko put her fingers to her forehead and closed her eyes, seemingly in frustration (though Oriko suspected that it was more so she wouldn't be broken by the look Yuma was giving her).

"No means no Yuma. If you keep swaying around like that both of you are going to fall off the edge. Then I'd have to catch you and you'd blow our cover."

Yuma looked down, seeming to think. Then she spoke again, "why are we hiding Onee-Chan?"

Kyoko glanced over at Oriko, as if expecting her to explain things.

" _Fair enough"_ Oriko thought, it was on her request that they were skulking around after all. Still, this might yet be an opportunity to learn a bit more about Kyoko's relationship to the girl's they were spying on.

"We are hiding Yuma because we are unsure if the Incubator, the white cat-creature we've been observing, is malicious in nature."

Yuma blinked, looking a little confused. Kyoko rolled her eyes.

"We're tryin to figure out if the cat-thing is bad or not."

Yuma nodded and made a noise of comprehension.

"Oh, okay. So if it is bad, are we going to try and figure out how to rescue the other girls from him?"

Kyoko and Oriko glanced at each other.

"Let's not get too far ahead of ourselves Yuma," Oriko said simply, Kyoko nodded in agreement. Yuma, however, looked up at Kyoko with another confused look.

"But Onee-Chan, isn't one of those girls your friend?"

Kyoko put a hand to her forehead, "I thought I said that we weren't friends anymore Yuma?"

Yuma tilted her head, "but then, why do you always say we shouldn't fight her?"

There was a pregnant pause. Kyoko looked like she swallowed a sour apple slice for a moment before rallying.

"Be-because she's a really good Magical Girl! Even someone awesome like me might have a tough time beating her!"

" _Interesting,"_ Oriko thought as she put her binoculars back up to her eyes and turned back to view their quarry.

Kyoko looked like she was trying to think of something else to say to Yuma (and Kirika who was hovering in behind the young girl with an equally curious look on her face), when-

"Get down!" Oriko suddenly spoke loudly and reached out an arm and dragged Kyoko down. Yuma and Kirika ducked instinctively as well. Kyoko sputtered and dragged her hand out of Oriko's in annoyance.

"Hey! What gives?!"

Oriko simply looked pensively tense.

"The black haired Magical Girl, she was looking at us."

Kyoko scoffed, "so she looked off into the distance and just happened to glance at us. You really think she could see us from this far away? Heck I can barely see em without the binoculars!"

Oriko looked to the side, her mind whirling, "I don't know, but she was staring for longer than normal in our direction."

A few seconds passed, then Oriko gingerly peeked up and over the edge of the building. Things seemed calm, but it was hard to tell from this distance so she got her binoculars and looked again.

The group was continuing on like normal. The black-haired girl wasn't even looking at them anymore, instead watching as Mami seemed to coach the white-haired girl on something. Still, as the rest of them rose to stand, Oriko felt that it might be prudent of them to call off the observation for that day and come back later.

As they left the roof they went down to one of the lower floors so as to camouflage their exit. Oriko got a weird feeling as they came up to the roof door. She stopped and looked at it closely. It was slightly ajar and she felt like it had been closed when they arrived. She glanced back at the group Magical Girls and Incubator still training with a pensive look. Then Kyoko complained about her holding them up and Oriko shook her head and moved on. She had probably just misremembered it.

* * *

Kyoko, Yuma had gone their own separate ways, likely to find somewhere to sleep the night away in the city and Kirika had gone home. She preferred to stay over at Oriko's house, but she did feel that she had to at least keep up appearances with her family from time to time. As she mulled the events of the day and her observations over in her head, Oriko didn't pay much attention to where she was walking, she knew the way home by rote. As such, when she felt a tugging in her gut, she blinked and looked up. The world was distorting around her and eldritch patterns were circling around. She cursed herself as she realized that she had just wandered into a Witch's Labyrinth, and indeed, a large creature was rising up in front of her. The Witch was in the form of a garish carnival mask with blazing red eye holes as well as two white gloves with sharpened claw-like ends that floated through the air independently. It's malevolent stare left her in no doubt of its intentions, as if it would be anything else. The Witch must be newly hatched or hadn't consumed many victims yet, because its Labyrinth was extremely compact, more of a large room really.

 _ **Soundtrack: Puella Magi Madoka Magica OST – Short Action[Pitched+1]**_

The Witch snarled and Oriko braced herself, ready to transform. But then, as the Witch struck, a shield suddenly sprang into being in front of her. Oriko blinked and turned. A girl had leapt in front of her and was holding up an extremely large weapon that appeared to be some sort of one sided axe. On the same end of the weapon was a flat piece of metal opposite the axe blade, shaped like a shield. It bore the sign of a cross. The girl's costume was predominantly blue and gray and gave Oriko a feeling of a large indomitable force, ready to take whatever came and weather it.

The Magical Girl for of course that was what she was, had dark blue hair and had conjured up some sort of shield that the Witch had impacted against. The Witch drew back, snarling at the girl and struck again and again and again. But each time, the girl simply batted the attack away with her massive weapon or conjured up another glowing shield. The Witch drew back for a moment, seeming to be reevaluating the situation and the girl half glanced back at her. Oriko blinked, a surprised look coming onto her face.

Komaki Asako snorted as she looked Oriko up and down, "well at least you ain't screaming like some of the others I helped so I guess you got that going for you."

The girl turned, twirling the large weapon with a no-nonsense on her face. The Witch had once again lost patience and and one of is hands sliced forwards. Komaki responded with a swing of the axe side of her weapon and, next moment, the weapon had buried itself into the attacking appendage, causing a large crack to run down it from the place that the axe was lodged in.

The Witch shrieked in pain as Komaki levered the axe around and with a crunch, broke the hand into pieces. She swiftly repeated the process as the Witch desperately tried to hit her in the back with it's other hand. Then she turned, her eyes narrowed at the carnival mask that formed the main body of the Witch. With a loud yell, she sprung forward and brought her axe down with force so powerful that Oriko could've sworn she felt a small shockwave.

The Witch screeched as the axe finally bisected it. The Labyrinth faded and a Grief Seed fell to the ground. Komaki strode over and picked it up, scrutinizing it. Then, she looked back over her shoulder at Oriko. She closed her eyes, sighed and slammed her her weapon into the ground.

"So, you gonna run away screaming now?"

Oriko put a hand to her mouth, smirking.

"As tempting as that sounds, I do have some questions."

Komaki opened up her eyes again, scrutinizing Oriko with a calculating look. Finally, after some thought, she spoke again.

"Bet you do. But trust me, you're better off forgetting you ever saw anything like this. You should run along home now. And if you ever try and tell anyone at school about this, well . . . you think anyone would ever believe you?!"

Oriko held up a hand to forestall the dismissal, "please, I think that we both could have a great deal to discuss together. This hasn't been my first time inside of a Labyrinth."

Komaki blinked, "really? But how'd you surv-" she was cut off by a small beeping sound. She muttered to herself as she pulled out a phone and apparently found that an alarm had gone off. She glanced between Oriko and the phone, then seemed to come to a decision.

"Okay, fine. Meet me after school tomorrow to so we can hash this out. And don't be late!"

With that, she turned on her heel and strode off, her clothes reverting back to normal in a flash of light. Oriko, caught a little flatfooted by the suddenness of her departure, blinked. After a few moments, she decided that there was really nothing for her to do either but go home as she had been before.

As she walked, she did reason that this new development was certainly interesting. Komaki wasn't exactly nice to her, not at all really. But she'd also been one of the few people who'd actually seemed to think up a legitimately good reason to dislike her (relatively speaking). She'd even told off other people for being idiots in that respect (Komaki was known for being very confrontational).

Hopefully the girl would prove reasonable, and if so, she might actually prove to be a useful addition to the small team that Oriko was setting up. Though, it was a bit early to think about something like that. Indeed, as Oriko walked in through the gates of her home, she did wonder if it came to that, if Kyoko and Komaki's rather . . . headstrong personalities might set them against each other or not.

* * *

Oriko sat down in bed, the darkness of the room doing little to soothe the headache she'd had developed. As she'd been getting ready to go to sleep, she'd suddenly been struck with a pain in her forehead. As she laid back, she felt herself slipping off into unconsciousness.

 _ **Soundtrack: Harry Potter and the Half-Blood Prince OST – Into the Pensieve**_

 _Was it a vision? A dream? Some combination of the two? Oriko was cognizant and aware, so that supported it being a bona fide vision instead of a simple dream. But for the life of her she had no idea where it was._

 _The world formed into the view of a forest. Oriko could see into the immediate area, but beyond that, a strange oppressive darkness held sway. It felt less like the dark of a night, less like the darkness of the vision she'd had of the Rogue Incubator, but more like a black fog that seemed to swallow anything beyond initial view. It was supremely unnerving and Oriko looked around nervously. Perhaps this was a Witch's Labyrinth. Yes, that seemed like a viable explanation. The world just felt a bit too . . . eldritch, to be a normal forest._

 _Presently, Oriko realized that she was at the foot of a small hill and, furthermore, that there was a sound of fighting coming from the top, up where there seemed to be some sort of Radio Tower. Curious, and figuring that the most important part of her vision was probably at the top of the hill, Oriko began to hike up. She was about halfway up when it almost felt like there was a shudder that ran through the ground and she heard several massive shrieks. Then, all of a sudden, the oppressive atmosphere disappeared in an instant. Oriko stumbled, thrown off by the sudden lack of feeling that something was lurking just beyond her vision that wanted to do absolutely horrendous things to her._

 _She shook herself and hurried up the final stretch of the hill. She was shocked greatly by the scene that greeted her as she got there. A quick look around revealed several bodies lying on the ground that looked in various states of inhumanity, one of them looking barely human with an emaciated frame and sharp claws and teeth, while another looked near human but deathly pale and with a stark white mask over its face. But sitting or standing around these bodies was not only the rogue drone's group but also Oriko, Kirika, Yuma, and another girl and a woman that she didn't know._

 _How had they all come together here Oriko wondered? Furthermore, why was Oriko simply sitting out here in the open with Kirika and Yuma along with all the group of people that they'd taken such great pains to hide from and spy on. The way they were all sitting around and breathing heavily it was almost as thought they had just gone through some sort of pitched battle. For that matter, as she looked around, she realized that someone was missing. Where was Kyoko?_

 _She heard something shifting and turned. Oriko gasped as a small white thing dragged itself back into the circle of girls. At first she couldn't tell, but eventually she realized that this had to be the Rogue Drone. Oriko however had never thought she could see it looking more woebegone. It was dragging itself by its tentacles instead of walking and looked as thought it was having a hard time moving at all without lances of pain shooting through it. Its body and limbs were limp on the ground (one of them couldn't be seen and must be dragging beneath it) and a streak of blood was left as it tortuously dragged itself forward, though its expression was strangely blank as its head dragged in the grass. Long strips of flesh, almost like the tentacles that sprouted from its ears had seemed to grown out of its back and were trailing behind it._

 _One more creature joined the ring, Kyubey himself. He was looking between the Rogue Drone and Homura and, even though Oriko could not hear their telepathic dialogue, she marked that Homura was becoming more and more agitated._

 _The black haired girl was sitting hunched up on the ground. Madoka was hovering over her looking concerned. Homura was panting and breathing like a bellows, her eyes darting around without ceasing. Finally, her eyes focused as she appeared to receive a final telepathic message. Then, faster than it seemed possible, her hands moved and a loud crack rent the air._

 _Oriko gasped as the deed was done, a deed she honestly would never have thought of any of the Rogue Drone's companions. Homura was shaking as she beheld her handiwork, her eyes wild as though she couldn't quite believe what she'd just done. Everyone was frozen, staring at either her, or the results of her action. Not a single person moved, everyone was suspended in shock._

Oriko blinked. She was back in her room, staring at the ceiling from her bed. She breathed deeply. That vision had been . . . interesting. If true, perhaps it could lead to a further alliance opening up, if only she could figure out a way to open up communication with the girl without the Rogue Drone knowing.

She blinked again. Something wasn't right. Belatedly, Oriko realized that there was some sort of pressure on her feet and sat up slightly. She jerked in surprised, drawing her feet close to her and pressing her back against the wall. A small girl, looking to be the same or similar age to Yuma was sitting on the end of her bed, formerly on Oriko's legs. She had blond hair and eyes that were green like the sea, with depths to match. In spite of her young age, she seemed to exude a mix of deep wisdom could only come with painful experience.

It was herself.

 _ **Soundtrack: Harry Potter and the Half-Blood Prince – Slughorn's Confession**_

Specifically, herself as she'd been years ago when her father was still alive. The small girl stared at her, her expression withdrawn and calculating. Oriko stared back. She closed her eyes and held them shut for a few seconds.  
" _It's all in your head, it's all in your head,"_ she told herself over and over again.

 _"It's all in your he-"_

"I'm still here Oriko," came a soft young voice.

Oriko's eyes snapped open and she sucked in a breath. The voice was instantly recognizable, though her own voice had changed since that age. Her younger self had crossed her arms and was staring, somewhat indignantly up at the girl who had apparently just tried to disbelieve in her.

"You're not real," Oriko said simply, attempting to keep a quaver out of her voice.

Young Oriko snorted, "that's all you know. I'll drop you a line from one of our favorite books, 'why do you doubt your senses?'"

Oriko blinked, "'A Christmas Carol?' What does a Christmas Carol have to do with anything."

Young Oriko put a finger to her forehead, closing her eyes as though asking some deity for patience. Oriko tilted her head, staring at the small girl.

"What? Are you something like the Ghost of Christmas Past?"

The young girl in front of Oriko opened her mouth, then froze as though considering the words. Some contemplation later, she sighed slightly and answered, "something like that I suppose."

"So, if my past self is going to be the Ghost of Christmas Past, whose going to be future and present? Now that I come to think about it, it won't be Christmas for awhile yet won't it?"

Young Oriko slapped her full hand against her forehead.

"Would you give up on the whole "Christmas Carol" thing, I was just using a question from there. If you really wanted to know, I'd be past, present, and future in a way."

She removed her hand and gazed imperiously at Oriko.  
"I am the voice inside of you, the sum of your past, judgment of your present, and advisor for your future. That's as plain as I can put it. But that's not the main issue here."

Oriko tilted her head, "what are you talking about? As a matter of fact, why am I even talking to you?! I may not know much about psychology, but I think it's a bad idea to engage with hallucinations."

The girl blinked, then sighed.

"Aren't you curious at all why you might be seeing your younger self?"

Oriko shook her head vigorously, "no . . . no I'm not! I have nothing to say to you, so you should leave at once!"

Young Oriko sniffed heavily, "funny, I thought you were trying to avoid outright lying to others. Though I suppose lying to yourself is alright. Or, I suppose, you might be more comfortable with telling the truth in a way that leads to other to believe a lie. How very Kyubeyish of you."

Oriko gulped slightly, but her gaze grew sharp, "what are you talking about?"

The girl fixed Oriko with a piercing, almost accusing look.

"Why are you chasing the Rogue Drone?"

Oriko's brows furrowed, "because I had a vision of him destroying the city, maybe the world!"

The smaller version of herself shook her head, looking frustrated, "really? I don't know if that's the real reason Oriko. Maybe you should stop and take a closer look at the situation before you make a mistake you'll sorely regret."

"My only mistake so far," Oriko said tersely, "is indulging in a hallucination. It's obvious you don't really have anything of value to say to me!"

"Oh really," her younger self snorted, "or is it that I'm asking you to look beyond some comfortable boxes you've built around yourself. For instance, why aren't you doing more to find out why Kirika is so obsessed with you?"

Oriko sucked in a short breath, but then rallied, "she's needed and she doesn't know why she is like she is! She doesn't even remember what her wish is! What am I supposed to do with that?"

Her younger self's face grew hard, "and I suppose it's worth it for that sort of devotion?! I suppose if you needed a personal assassin then it would be so convenient to have a girl who was so blindly devoted to you that she'd just kill anyone you asked her to no matter how much it hurt her, no matter how much it tore her mind apart to do it!"

Oriko blinked, "I wouldn't do that!" she said dumbly. But inside, something in her felt very cold. She wouldn't do that, why would she even?

Young Oriko was speaking again, "oh really?! I thought you were devoted to the mission!? I thought that you were going to save the world no matter what?! And if saving the world requires that a few innocent people who never did you or anyone else any harm die, well, it's all for the greater good anyway!"

Oriko opened her mouth, then shut it again. Then she managed to speak, "it's nothing like that at all! The enemy isn't even human! I saw him destroying the city! He may even be manipulating several Magical Girls!"

The younger version of herself's eyes narrowed, "I'm sure you'd think that, wouldn't you. Typical Oriko, always thinking that you know what's best. Everyone else, well, they're all so stupid and judgmental, so best you keep them out of the loop for their own good, even the person you're liable to kill. I mean, it's not like you could get to know them at all. If you got to know them, you might actually feel a bit guilty about using them as a method to make yourself feel a bit less useless. You might actually discover that they're not like this elaborate fiction you've built up in your head and that maybe, just maybe, they could help you!"

Oriko blinked again, then rallied, "I'm not hunting a person, it's an Incubator. And what are you talking about, 'making myself feel better?"

"You've felt useless ever since our father killed himself. You tried so hard to be our mother after she died, tried so hard to be the best you could be to please our father. You made our father the center of your life, no matter the fact that he was always too busy to spend time with you. Then he died, and it felt like it was all worthless. And now that you've literally made the wish 'I want to know my purpose in life!' and felt like you've gotten no response, what are you going to do? Why, what else can you think there is for you but to find the first supposed villain and try and set yourself up as some sort of savior, no matter how much the world tells you that things aren't like what you think they are! You're still trying to do it, even with a 'hallucination'" -she made air quotes at this- "outright telling you that you need to reevaluate things, you're still trying to justify yourself!"

The younger version of herself was on her feet by this point with her hands shaking at her sides. Oriko felt like trembling, but kept her body firm.

"Why are you so angry?" Oriko asked with some incredulity.

Young Oriko's eyes blazed, "because it's highly annoying for me to see how I've become so self-hating and desperate that I'll take the first option to make that go away! That my love for Father has warped me so much. That I'd do anything to make myself feel worth something, even if that means killing an innocent someone or something that I really don't know anything personally about, just because they MIGHT do something! Something that I might not even really understand! Because you are acting like a self-righteous IDIOT!"

Oriko was stunned into silence as her young doppelganger's steam of invective came to an end. There was a long drawn out silence as Oriko stared with an open mouth and her young copy sat down and crossed her arms as she breathed heavily.

Finally, after a long pause, Oriko spoke again.

"My visions have been clear-"

"Have they?!" Young Oriko interrupted with the same blaze in her eyes, "how much have you actually thought on them?!"

"Clear enough!" Oriko retorted snappishly, "and I don't see where you get off in lecturing me?! You don't know what I've been through and what I'm trying to prevent!"

The little girl shook her head, "oh you poor stupid girl, why are you so stubborn? But better question, why is your first solution murder?"

Oriko froze. After a moment in which her young self stared into her soul, she managed a response, "I- . . . I'm not just- . . . killing isn't the only option I'm considering!"

"No, but every plan you make always loops back to that doesn't it?" the young one said shrewdly. "You don't talk about it much, but that's what you're planning isn't it. Inevitably, you always think about things in terms of, 'get information on the potentially dangerous target, cut out the target's supports and/or get support yourself, then kill the target so that it can't hurt anyone else.' Funny how none of those steps ever actually involves getting to know the target well enough to see if the whole thing is even needed or whether or not there's some easier way to do things that might not require dozen's of bodies to hit the floor!" Her young self's voice had grown harsher and harsher with sarcasm, barely grating the words out by the time she was done speaking.

Oriko blinked in some mild confusion, "what do you mean, "dozen's of bodies?"

It was the young version of herself's turn to freeze. But she rallied so quickly that Oriko wasn't sure she'd even seen it, "if other people stood in the way of the Rogue Drone and you felt it was necessary, can you honestly tell me that you wouldn't consider their deaths a fair price to kill it? Or 'stop it' if that's what you prefer."  
Oriko opened her mouth to deny it, but found that she couldn't quite get the words out. This alarmed her slightly. Was she really willing to leave a trail of bodies behind her in her pursuit of halting the future that the Rogue Drone had shown her?

Her younger self as staring at her with an "I told you so" sort of expression. She crossed her arms and sat back down with that maddeningly superior look on her face.

"Think about what I said," her young self said with a look of serious dislike on her face. "Maybe we'll be seeing each other again. Hopefully you'll have stopped be such a self-righteous twit by then."

She dissipated. Disassembling like wreaths of smoke that vanished into nothingness. But for a small ruffling of Oriko's bed it was as though she'd never been there at all. Oriko blinked, once again left a bit flatfooted by the sudden end of the hallucination. Though, a part of her wondered if it even had been a hallucination, it had seemed so real! But no, that was ludicrous, a hallucination was the only logical explanation.

But still, hallucination or no, what it had said had been highly intriguing, if disturbing at some points. Perhaps her subconscious was trying to signal something to her. A sudden yawn reminded Oriko that, hallucination or no, she hadn't had much sleep and needed more if she was still planning on meeting with Komaki the next day. Best to not get distracted with her personal problems, even if they were manifesting in strange ways.

She couldn't shake her young doppelganger's words though, even as she slipped off into sleep's embrace.

* * *

The sun was bright and the air cool due to a soft breeze as Oriko sat outside the school. Classes were done for the day and she was simply waiting for Komaki to arrive. The day had been a bit of a long one as she had been mulling over the words that the hallucination had said to her over and over again. She tried to justify herself, and a couple times even felt as though she'd succeeded. But inevitably, the doubt would creep back in and nest itself into her mind.

Honestly, it had been a bit of a vicious one-two punch. First that extremely strange vision with the black haired girl, Homura, doing such an extreme action. Then she'd had a hallucination of herself when she was younger reprimanding her. It felt strange to acknowledge all of that and it left her shaken. Still, perhaps the vision of Homura meant that she might be . . . amenable to some sort of cooperation. But then again she realized with a small start, her vision of Homura might be, and probably even was, mutually exclusive with her vision of the Rogue Drone destroying the city.

If that was true, well then that was interesting. With another small start, she recalled what her younger self had said and shifted uncomfortably. She had already contemplated and semi-accepted the concept that her visions were what was going to happen if there was no interference. But . . . what if her visions weren't what was going to happen, but what might happen under certain circumstances? If that was the case, what even was the point of anything she was doing?

Oriko's face hardened. No, she couldn't allow herself to doubt. If she doubted, she opened the door to that despair that had consumed her before. Such despair was even more dangerous now that she was a Magical Girl. Even if the future she'd seen with the rogue drone wasn't destiny, it still was a potential, even probable future that she needed to avoid. She needed to put her doubts out of her mind. Still, perhaps she should consider some changes in strategy.

 _ **Soundtrack: Madoka Magica Portable OST – Hora Theae**_

Oriko heard some footsteps and turned. A soft smile came onto her face as she beheld Komaki sitting down beside her. The girl was tight-lipped and wasn't looking at her, seeming to prefer to glare at the city skyline.

After a bit of silence, Komaki chuffed slightly, "well, if you ain't gonna talk I suppose I gotta. Why'd you want to meet anyway? As far as I can figure it, I saved you from the Witch, you survive to live another day and we both forget about the whole thing. Or what, you feel like you owe me something for saving your life?"

Oriko pulled out a small pitcher as well as two cups. She poured some tea into both and held one out to Komaki. The girl looked down at the beverage and sniffed a little.

"No thanks, don't like tea. You're gonna have to do better than that if your trying to repay a debt. Not that I want anything like that by the way. Far as I'm concerned this is nothing more than community service.

There was another short silence. Then Oriko spoke for the first time.

"So you do this to protect people?" Oriko asked mildly as she sipped her tea. Komaki glared at her.

"No need to sound so smug about it. Honestly, do you think I'd really get into that weird getup just because it looks cool?"

There was a small silence, then Oriko smirked.

"Well it did seem to suit you rather we-"

"BECAUSE I DON'T, YOU HEAR!" Komaki shouted, her eyes wide and her face angry. She breathed heavily for a moment before looking away. Then she mumbled something too low for Oriko to make out.

"What was that?" Oriko asked politely.

Komaki glared for a moment again, then looked down. Finally she repeated, "did you really think it looked good?"

Oriko nodded, smiling at Komaki's conflicted face, "I admit that I perhaps don't have much experience in grading the outfits of Magical Girls, but yours works to your advantage. You have the overall appearance of some sort of Samurai, or perhaps Western Knight who fights demons to protect people. Which is appropriate considering what you do."

Komaki crossed her arms and harrumphed slightly, but her posture was a bit more relaxed. There was comfortable silence for a bit before Komaki turned back towards the other girl.

"How do you know so much about being a Magical Girl?" Komaki asked, staring at Oriko with hard eyes.

Oriko smiled and held her hand out. Shining on it was her own Soul Gem. Komaki stared at it, then her eyes flicked back back to Oriko, then to the Soul Gem, then back to Oriko. She finally put a hand to her chin and leaned back, making a thoughtful sound. She appeared to be thinking.

Finally, after a bit, she spoke, "Kyubey didn't tell me that there were other Magical Girls in the school. Then again I don't really have much contact with him. Explains why you were so calm in front of that Witch yesterday. Though, it doesn't explain why you'd just tell me outright. I can't imagine many girls want to share territory. You being generous?"

"Nothing of the sort," Oriko said, the smile staying on her face. "I am investigating something dangerous and, if it comes to it, I would like another ally to fall back on."

Komaki raised an eyebrow as if to say, "and?"

Oriko struggled to put her thought into words, "while we are not friends, I will admit, you seem reliable in your own way."

Komaki narrowed her eyes, "not sure where you got that impression from. I ain't exactly been very nice to you. What's your angle?"

Oriko shook her head, "kind you may not be, but in your own way I feel, you are trying to help people." Komaki stared at Oriko with an expression that suggested she thought Oriko was a bit cracked. Heedless of it, Oriko continued, "perhaps, when you insult people, you're hoping that they'll see their own flaws and become better people. Whether out of anger to spite you, or actually seeing their flaws."

Komaki looked like she didn't know how to respond to that. After a moment, she looked away and up, staring at the sky with a neutral look on her face.

Finally, she chuffed a bit, "yeah, it figures you would come up with some sort of insane justification like that. Honestly, I don't get why you think so nicely of me. Heck, maybe you're just telling me what you think I want to hear so I'll help you, I don't know. Before your dad offed himself and left you holding the bag-" Oriko flinched "-I was probably one of the lowest ranking girls in the school's pecking order." She sniffed slightly in disdain, "that's what being a first generation rich girl will get you. The other girls think I'm tarnishing their school's reputation or something because my parents weren't rich from the get-go." Komaki snorted loudly. "Idiots. If I ever have kids I might just send them to a normal school."

Oriko smirked, "but then, wouldn't they have to rub shoulders with the lower classes, or worse, disgraced people like me?"

Komaki rolled her eyes, "better than growing up a spoiled brat. Honestly, if I didn't have friends and family here and my parents didn't want me to attend so badly, I'd be tempted to transfer out. And as for you, don't get me wrong, you wouldn't have spared the time of day for someone like me back before,-" Oriko frowned slightly. "-and right now you're just sitting around, probably trying to do whatever you can to avoid feeling bad-" Oriko's frown deepened and something jumped slightly within her as Komaki near echoed her hallucination's words. "-but at least you ain't turned snotty and angry to try and cover it up. And who knows, now that I know your a Magical Girl, maybe I was wrong about you. Of course, you might've made a wish to try and get your old popularity back, but seeing as how the school people still hiss and snigger at you, I don't think that's the case."

Oriko thought about what Komaki had said. It was brash and straightforwards, like most of the girl's talk, but Oriko did appreciate that the girl didn't hold back on her and did have semi-reasonable reasons for disliking and/or being suspicious of her. She didn't particularly appreciate the insinuation that she'd be willing to brainwash other people for something as petty as regaining popularity. Fame was a fickle thing, she'd learned that lesson hard and, with her current mission, it wasn't likely that she'd be regaining popularity anytime soon.

Komaki seemed to be ready to move on with the conversation.

"So what's the deal, what are you investigating?"

Oriko considered what to say. Like with Kyoko, she knew that she had to be careful on what information to give out, given that she was worried about the Rogue Drone learning about her too quick. But then again, it wasn't likely that Komaki would be seeking out the Rogue Drone anytime soon. Still, prudence, or at least partial prudence, would be good.

"Due to my powers, I have reason to believe that one of the beings that give us our powers-"

"You mean Kyubey? There's more of him?" Komaki interrupted.

Oriko sighed, but continued on, "yes, in a manner of speaking. But as I was saying, I have reason to think that it has eschewed Kyubey's Mission and is attempting something dangerous. It may even be gathering other Magical Girls to its cause. For these reasons, I'm investigating it along with a few other associates."

Komaki considered this for a moment before looking back at Oriko, "so you want me to join this little, 'investigation squad' do you?'"

"Not as such," Oriko replied, "I certainly don't expect you to simply drop everything to aid me. That would be naive and irresponsible. I would simply appreciate the chance to work with you and perhaps, gain some trust and, in time, ask for your aid in the possible elimination of a dangerous creature."

Komaki stared at Oriko, then turned to look up at the sky. Oriko could tell she was thinking things over.

"Thanks," she said with a soft snort, "but no thanks to the deal. I ain't nobody's executioner and you'd have to give me some pretty good reason to actually go looking for something other than a Witch to kill."

"This thing may potentially destroy the city, perhaps the world" Oriko said calmly. Komaki looked sharply at her as Oriko finished, "I would think that _that_ might be good enough reason for anyone."

The Blue-haired girl's mouth worked slightly as though she was chewing on something. She stared Oriko directly in the face, as though trying to intimidate her into revealing a falsehood. Oriko stared placidly back.

"Geez" Komaki said finally. "You're serious aren't you?!"

"I am," Oriko said in simple reply.  
Komaki looked to her side, then sighed, "I still ain't willing to do anything, just so you know. I'd have to be completely stupid to try and attack someone just on your say so. You might be more than I thought you were, but you're still just a rich orphan who happens to be a Magical Girl. Not good enough reasons for me to trust you for something this big."

Oriko smiled faintly, the girl was frustrating in a way, but in another, she was refreshing.

"In that case, perhaps we should hunt some Witches together for a start, perhaps with a few of my colleagues. It might help us to get to know each other better."

Silence reigned as Komaki considered it.

"Fine" Komaki finally said with gritted teeth, "I go out at 10 tonight, I'm going to go round the park in the middle of town tonight. Meet me here and don't be late!"

Oriko nodded. After a moment, Komaki stood up and, without a backwards glance, she stomped off.

"Such a strange girl," Oriko chuckled to herself. "She seems so angry, and yet . . . she cares in her own way."

She packed up her food and started off for her house. It was a quiet walk as she thought over what to do next and how to explain to Kyoko that they'd have a new person for a hunt that night, or even that they should be out hunting that late. She was sure that Kyoko was going to complain about missing valuable sleep time, and, she suspected, staying up past some sort of arbitrary bed time that she'd set for Yuma.

And beyond that, how was she to get evidence for Komaki about the abnormal nature of the Drone. To be honest, most of her current evidence she had was her visions and observations of the Drone and it's allies. Perhaps it was time to try and get a bit closer in and some more concrete evidence and information.

 _ **Soundtrack: Puella Magica Madoka Magica OST – Encounter [Pitched+1]**_

It happened in an instant. For a split second, the world seemed to turn grey, sound died and she felt something impact and stick into her back. She stumbled for a moment, but then, all of a sudden, her body seized up as if felt like she had shoved her finger into an electrical socket. She couldn't move at all as she pitched forward. As her face impacted into the ground, she heard a crack and in a blazing moment realized that she had been hit by a taser.

Pain coursed through her body as the tasing continued. On and on, neverending as she screamed internally. Black dots appeared in her vision and she felt her consciousness begin to flee. After a lifetime of silent suffering, the flow of energy finally ceased, and her body slumped bonelessly, her head sliding to the side, feeling as though a hot liquid was running down it. Before the darkness finally claimed her, she heard footsteps and saw some black-heeled boots come into her view.

* * *

Oriko opened up her eyes blearily. Pain bit at her and she blinked and looked around. She was in a bare concrete room. It was lit by a single light over her head that barely seemed to give light to her and left large dark swaths in the room before her.

She tried to stand up, but was stymied. Looking down, she realized that she was tied to a chair tightly, so tightly that she realized that she could barely feel her arms and legs. She also realized that her face felt rather hot and sticky. Looking down, she saw that lines of red liquid, apparently trailing from her chin and dripping steadily onto her chest and running down her bosom.

She sniffed heavily and winced as her nose throbbed. She tried to move again on instinct to feel it, but only succeeded in a reminder of how asleep her arms and legs were. She tried to gain information on her nose through other means, and ended up going cross-eyed.

"It's broken, if that's what your wondering."

Oriko's head snapped up as she looked around. Her eyes strained against the bright light which was hung near directly in front of her and made it consequently near impossible to see anything in the dark patches of the room. The voice had seemed to come from in front of her and was obviously being run through a voice filter.

A moment of silence passed as Oriko squinted, but she couldn't make out anything beyond the stretch of light. Finally, she pulled herself together and spoke.

"What . . . what do you want with me?"

". . . . That will depend on how you answer my questions" the voice came back.

"Then perhaps we should speak face to face . . . Akemi-San," Oriko said as she stared piercingly ahead of her, heedless of the glare of the lamp.

There was a soft shift of fabric, as through someone had jumped slightly, and Oriko smiled.

"Surprised? Well it's only logical, you're the only one of your group who theoretically possesses the chance to get the drop on me. I may not know the particulars of your abilities, but they do allow you to cover large distances instantaneously and without detection. I suppose that you noticed me that one time, watching you from the roof and that's what motivated you to look into me?"

There was a pregnant pause. Then, a footstep on concrete wrung out, and then another, and a few more, and Oriko's captor strode more fully into view.

 _ **Soundtrack: Puella Magi Madoka Magica OST – Fateful #1 [Pitched+1]**_

It was indeed Homura Akemi. She was staring at Oriko with extremely furrowed brows, as though she was clamping down on a rising anger. One of her hands was clenched into a fist and another was holding a pistol that looked to be of an American design. It wasn't pointing directly at Oriko, but the girl could see that it was firmly gripped and ready to be brought up to shoot her at a moment's notice. The two of them stared at each other for a long moment, Homura with an unreadable, but nevertheless extremely intense expression on her face. Oriko looked back with a cautious curiosity.

Finally, Oriko broke the silence, "if I may, why did you knock me out with a taser and then drag me here? What harm have I ever done to you?"

Homura's eyes narrowed, "don't play games with me Mikuni. I know very well what your capable of and what you've been doing. I know your intent and I will not allow it to come to pass."

Oriko spat some blood off to the side that had pooled in her mouth.

"What intent do you mean Akemi-San? I don't have any personal animosity against you, so why are you so hateful of me?"

The pistol twitched in Homura's hand, Oriko noted with some worry. The black-haired Magical Girl's face shifted into a look of intense dislike. Even that seemed like she was clamping down and much stronger feelings. She brought up the pistol slightly, as though she were debating using it.

"I won't let you do it. I won't let you ruin this. I'll protect h-" she seemed to catch herself and glared even harder at the girl in front of her.

" _So, she knows. But how does she know?"_ Oriko wondered belatedly, eyeing the pistol with a small flicker of panic. It seemed as though this girl was quite willing to kill her outright. She had better do something or say something quick. Her mind flashed to the vision she'd had of all of them on top of a hill in a forest of and of the deed that Homura had done there. Some hope leapt in her that the girl might be willing to listen.

"Please!" she said with some panic as Homura made to raise the pistol to a firing position.

"My only real quarrel is with the Rogue Drone, he has to be stopped, if you would just hear and understand what I've seen I can explain," she babbled out. To her gratification and confusion, Homura stopped raising the gun and looked slightly stunned.

" . . . . What did you say?" Homura finally asked, her eyes gone wide.

Sensing that she had an opening, Oriko plowed on, "I have reason to believe that the Rogue Drone has malicious intent and is planning to destroy the city, potentially the world!"

Homura blinked, then narrowed her eyes.

"How do you know this?" Oriko opened her mouth, but a look by Homura silenced her.

"And before you answer, do not think that I am unwilling to take extraordinary measures" Homura said stonily. She held up one of her hands, which had been clenched in a fist up until that point and slowly unwrapped it. There, sitting on the palm of her had, was a brightly shining Soul Gem. Oriko's Soul Gem.

Homura held up her pistol and put the end of the barrel against the shining Gem. Oriko's breath caught in her throat as her eyes flicked back to Homura, trying to hide her fear.

"Do. Not. Lie. Mikuni, I will know if you lie on the source of your information, or I will find out and nothing will stop me from hunting you and the others down."

Oriko wet her lips and stared. What should she do? Would Homura believe that she had visions? Should she even tell her the truth? The girl was an ally of the Rogue Incubator and she had no idea if it was behind this interrogation.

"If that's not sufficient motivation for you, then perhaps this is" Homura said as she reached into a pocket and pulled something else out. She presented it and Oriko's blood froze. The black-haired girl was holding a Yellow Soul Gem that Oriko knew only too well.

It was Kirika's.

"You wouldn't," the words had slipped out of her before she could stop them as she stared with barely veiled horror at the Soul of her best friends in the hands of this possibly unstable girl.

Homura's eyes darkened as she pulled the pistol up and placed it so it was pointing straight at the Soul Gem, the end of the barrel barely an inch away.

"I can . . . and if you do not tell me all about what you are doing, I will. Don't test me Mikuni, you won't win."

Oriko hung her head, the blood from her nose dripping steadily onto her chest. Desperately trying to keep her eyes dry, she spoke in a defeated voice, "I had a vision of it fighting Walpurgisnacht and destroying the city."

She braced herself for a gunshot sound, for the sound of her best friend's death.

There was silence.

Presently, and very cautiously, Oriko looked up. Homura was still in position to shoot Kirika's Soul Gem, but the girl was staring at Oriko blankly. The anger that had dominated her expression seemed to have drained somehow.

"Describe your vision to me in detail," she said in clipped tone.

Oriko started, taken aback at seemingly being taken seriously. But then, at a look from Homura, she launched into a description of her vision of the Rogue Drone. Of the dark curtain that seemed to obscure parts of the vision and of the explosion that had seemed so powerful. Homura took it all in quietly, only asking for a few clarifying details.

Once Oriko had finished, they two stared at one another. A new expression was starting to come over Homura's face, one that took Oriko a moment to place.

"You didn't see . . . anyone else?" Homura sounded almost confused.

Oriko blinked owlishly in her own confusion. Anyone else? Why should she have seen a vision of anyone else? As far as she knew, no other creature or person possessed the same destructive potential that the Rogue Drone had. So why did Homura think that she would've been concerned with other people?

". . . noooooo," she said slowly, "I've seen no one else who could ever pose the same danger that the Rogue Drone does."

Homura stared ever more intently at Oriko. She appeared to be thinking it over, her eyes narrowed to slits. Suddenly, a new question came from her.

"Do you have any other helpers besides Kirika?" her voice was sharp.

Oriko swallowed, she didn't want to reveal one of the last held back pieces of information she had. Maybe she should lie and risk it. But her eyes flicked to the gun held against Kirika's Soul Gem and felt another clamp of panic in her heart.

"I have some others," she said evasively with her eyes staring at the floor.

"Name them," Homura said curtly, "or else."

Oriko felt a rush of anger and resentment. As she felt another throb of pain wrack her body, she found she couldn't help her next outburst.

"Why are you doing this?!" she said loudly, glaring at the black haired girl. Oriko tried to clamp down on her emotions, but could not stop the next sentence that came out of her, "what have I ever done to you?!"

Homura's face twitched very noticeably and she glared at Oriko who finally brought herself under control.

Eventually, Homura answered, "you're a danger Mikuni, and whether or not you've done anything yet, you should be grateful I didn't outright shoot you the moment you began spying on us. Considering what I know."  
"What do you know?" Oriko said, internally incredulous. She was quite certain she'd never met Homura face to face before and she couldn't think of anything she could do that would make the girl so hateful of her as she seemed to be.

"That's my business Mikuni" Homura said imperiously, "but you've delayed long enough, name off your allies or else."

She lightly pulled on the trigger of the pistol. Not enough to shoot it, but enough to get her point across. Oriko blanched. In a flash she remembered something obvious. If Homura had found out about her during that one time on the rooftop, well, Kyoko and Yuma had been with her that time, so of course Homura knew about them. She was probably just testing Oriko.

"One of them is a Magical Girl named Kyoko Sakura along with a younger girl named Yuma Chitose" she said quickly, her eyes locked on Kirika's Soul Gem, just millimeters away from being shot.

There was a second of silence, and Homura's eyes narrowed even further.

"Is that all Mikuni?" she said in a voice full of menace. Oriko debated, only for a moment, trying to hold out on her new working relationship with Komaki. But as her eyes flicked back to Kirika's in-danger Soul Gem she found it wasn't worth the risk.

"I . . . I . . . no, it isn't" Oriko said in a defeated voice, "I was trying to make alliance with another girl, Komaki Asako right before you captured me."

There was a pregnant pause. Oriko felt her nose, and then the rest of her body throb with another wave of pain as she stared into Homura's implacable face. Then, to Oriko's relief, Homura's finger eased off of the trigger.

"It was wise not to lie to me Mikuni" Homura said as she stared down at the girl, "if you had, it wouldn't have ended well for you . . . or for your friend."

Homura's gun came away from Kirika's Soul Gem and Oriko let out a large sigh of relief. She wasn't even sure if she cared that Homura saw such a display of weakness anymore.

"So, you think that Ke-, the Rogue Drone is a danger?" Homura asked.

Oriko took a deep breath and nodded, "that is what my vision appeared to show."

Homura put Kirika's Soul Gem away and then put that hand to her chin.

"Maybe, maybe not," Homura muttered, mostly to herself. She turned and walked away a bit, muttering to herself. She seemed to be doing some very deep and quick thinking. Whatever she was thinking, she was away for almost 5 minutes before returning to the cone of light that illuminated Oriko.

"I have decided to let you and Miss Kure go," she began. Oriko's heart leapt for a moment, but froze as Homura finished. "Under restrictions."

"Restrictions" Oriko repeated with some unease. She was thrilled that she wasn't going to die that day, even more so for Kirika, but what did Homura mean?

"Your claims about the . . . Rogue Drone, must be verifed. So I will keep an eye out" Homura said stiffly. "In the meantime, you will continue on as you have, but keep it subtle. You will also report your findings to me."

"Just myself, or my colleagues as well?" Oriko asked.  
Homura shrugged, "Kyoko Sakura is not to be informed nor Yuma Chitose. Komaki Asako is not to be told either. Kure-San, she is devoted to you correct? Enough that she'll obey what you say?"

Oriko narrowed her own eyes, wondering how Homura knew that, but she nodded. Homura gave her a look and Oriko instantly reschooled her expression, it wasn't helpful at the present to antagonize her captor with such looks.

"Well, if you must, you may inform her, but you will make it absolutely clear to her that this is a secret and will not go beyond you two. Otherwise, it might simply be wise to keep her out of the loop for her own good. Although-" Homura's face darkened slightly, "-you will be responsible for making sure she does not do anything disruptive."

"And if this is . . . to be. How are you going to communicate with us?" Oriko asked quietly.

Homura reached into her shield (her hand phasing through it like nothing) and began pulling out small electronic equipment.

"You will fasten these around yourself somewhere hidden." Homura explained. "They will let me know where you are and what you are doing."

"Is this necessary?" Oriko asked quietly. Homura glared at her.  
"Yes. I don't trust you Mikuni. It is either this, or I remove you from the equation entirely, take your pick."

Oriko sighed, then nodded.

"If you take the recording device off, I will know. I will review it regularly enough to know what you're doing, so don't think of trying anything. If you go off the rails or step out of line . . ."

"You'll kill me," Oriko said in a toneless voice.

"No," Homura said blandly and gestured back to Kirika's Soul Gem.

Oriko closed her eyes to hide her pain. Then another horrible thought occurred to her. Homura hadn't even used the words kill, what if she had another fate in mind in case of disobedience. What if she could get the Rogue Drone to fill Kirika's Soul Gem with Despair to make her turn into a . . . Oriko shuddered.

"Is this all truly necessary?" Oriko asked quietly. Homura cocked an eyebrow at her.

"My quarrel is with the Rogue Drone, not you" she finished.

"I'm willing to take what you said under advisement Mikuni" Homura said simply. "But I'm not foolish enough to think that you might not try to outwit me, or have another vision that causes you to take drastic action."

"Do you really think I'm that bloodthirsty" Oriko asked with some incredulity.

"As I've said, you're a danger Mikuni, so you'll operate under strict supervision" Homura said placidly.

Oriko internally gritted her teeth. She might be able to understand this if she'd been attacking Homura before, but as it stood, she hadn't done anything of the sort. The only thing she'd done was to watch Homura from a distance, they'd never even spoken before. So why was this girl judging her based on what she _might_ do along with information that apparently only she knew. Really, it wasn't as if Oriko ever di-

 **Soundtrack: Puella Magi Madoka Magica OST – Fateful #2 [Pitched+1]**

She felt like she'd received an electric shock quite different from that of the taser from before. The description she'd just applied to Homura had hit far _far_ too close to home. Frighteningly close in fact.

" _But I'm different_ " Oriko protested internally to herself, " _I'm doing this for a good reason!"_

She could almost hear the voice of her younger self answering in a smug voice, " _yes, I'm sure you are. And I'm sure that Homura is acting completely out of line, making sure that a mysterious person who keeps acting weirdly and has strange powers doesn't do something bad. She's surely out of line to justify herself that whatever she's doing is 'for the greater good.' Completely unhypocritical of you to complain about her doing things like this when she doesn't know you and when you obviously know the Drone so well. I'm sure you're completely in the right here."_

Homura was speaking again, interrupting Oriko's internal revelation.

"I'm reasonable, so after Walpurgisnacht is defeated and hopefully K-, the Rogue Drone situation is sorted out, we can discuss separation. Assuming you are dedicated to actually preserving the city, then I'll be willing to let our business conclude then, and with both parties alive if possible. In spite of my misgivings towards you."

The last bit was said with some venom and Oriko was once again a bit incredulous at the amount of pent up anger this girl seemed to have for her. It was . . . well honestly it was starting to rank up there with the mystery of the Rogue Drone in terms of how important it seemed.

Homura moved forward, pulling a knife out of her pocket, Oriko flinched, wondering what it was for, but Homura ignored her.

"I am going to let you out your bonds" Homura said as she put the knife to a rope and began to cut. "If you want to try anything, recall that I still have yours and Kirika's Soul Gems."

"I won't try anything," Oriko said, and she was being honest.

Homura seemed to believe her, for she nodded and continued to cut. After a few moments, the rope gave way and Homura moved onto another. It took a minute or so, but eventually Oriko was rope free. She attempted to stand as Homura moved back, but her legs refused to support her and she fell on her side with a cry of pain.  
"Your limbs are asleep" Homura said matter-of-factly, "wait a few minutes."

Oriko did so, and after feeling had come back into her arms and legs, she gingerly stood up. She winced as it felt like pins and needles were inside of her body, but shook her head anyway. A gasp of pain escaped her as her nose protested at the sharp movement. Oriko held her hand up and, with a soft glow, began to heal her face. Homura patiently waited for her to finish, and, when she was done, even got out a stack of small towels and napkins. She placed them on the floor, along with Oriko's Soul Gem and then let the girl grab them and wipe her face off, which was near coated with crimson blood by now.

After she'd cleaned her face as much as she could, Oriko looked inquisitively at Homura. The girl tossed four small items with arm bands attached to them over at Oriko.

"And these are?" Oriko said curiously as she fingered the items.

"The tracking device and . . . insurance" Homura explained, "one each for you and Kure."

Oriko felt a surge of anger again, "you want me to strap these to Kirika as well?" She said it indignantly, "how will I explain it to her?"

"That's your business," Homura said without emotion, "given her devotion to you, I doubt she'll make much of a fuss if you ask it of her. Don't forget Mikuni, it is this, or removal. Don't test me."

Oriko nodded.. She pulled up one of the sleeves of her shirt and fastened two of the items around her shoulder. The strap clicked into place solidly, and it wasn't too obtrusive. Few, if any people would know she had it on if she wore clothes over it.  
"Are they waterproof?" Oriko asked, wondering if she would have to give up showering for the time being, a fate she wasn't sure she could face.

Homura blinked, ". . . they are."

Oriko tugged her sleeve back down and looked at Homura.

"What now?"

"Now . . ." Homura pursed her lips, ". . . now we will go return Kure-San's Soul Gem. How aware of the situation she will be . . . that will depend on you."

Oriko nodded, her eyes falling. Homura made a motion with her hand, her pistol still held in it and Oriko, her head down and her posture low, began to walk, her mind in turmoil.

 _ **Soundtrack: Puella Magi Madoka Magica OST – End Credits (Magia)**_

* * *

 **Author's Notes:**

 **Fun fact, this was originally going to be a part of chapter 5, then it kept getting pushed back as more content was typed and I decided to split the last few chapters down group lines. I'll probably do a bit more intermingling from here on out though.**

 **As mentioned above, I would appreciate some feedback on whether or not you'd like me to break up these chapters into shorter lengths to make it a bit more quick to read and possibly to update? As said above, quantity (and I hope, quality) will likely not be effected, just how fast it comes out and what size chunks it does in.**


	9. Views From The Side and Seeing Beyond

**Author's note: Well, I managed to get this out a bit quicker than normal. It is a bit shorter than my longer chapters and as such, has a bit less content/plot. But, I hope that's make it a bit more palatable. Sorry that it still took me about a month and a half to get it out Things have been a bit hairy at times in my life. But hey, at least I managed to keep on going. Hope you enjoy this!**

* * *

 _ **Soundtrack: Sword Art Online OST – The First Town**_

Sayaka yawned as she sat up in her bed and stretched. It was a school day, which did not make her want to get out of bed too much. She groaned slightly, but then sighed and got up and out of bed. She went through her normal routine and then hurried out the door, just barely saying goodbye to her parents. She would've liked to spend a bit more time with them, but she had to hurry to meet up with Madoka and the rest at Mami's apartment.

Soon enough, she'd gotten to Madoka's house and her best friend had come out to join her. They both were about halfway to Mami's apartment when Homura and Key met up with them.

" _Hello!"_ Key's voice was eager and weirdly enough sounded a bit relieved. As though he'd just been in an awkward or uncomfortable situation and their coming was letting him out of it.

"Hello Key, hi Homura!" Madoka said brightly, smiling widely at both of them.

"Hey Key! How you doing Transfer Student?" Sayaka said, smirking slightly at Homura.

Homura's face had been clear of most emotion before Sayaka spoke. But at the bluenette's word, her lips thinned and she narrowed her eyes slightly.

"I'm doing well enough" she said simply, then she turned and began walking. The two girls and Key moved to follow.

There was about a minute of semi-awkward silence before Sayaka, casting about for a subject, spoke up.

"So, Key, what do you think my powers would've been if I had wished to heal Kyosuke's hand?"

Key looked up in contemplation, " _ummmm, well. As your wish would've been to heal someone and building on that, to heal a physical problem. Well then your wish probably would've had some sort of healing effect for you."_

Sayaka put a hand to her chin. "Huh. Yeah, that makes sense. I wonder what sort of weapon I would've had? I always liked swords so it would've been cool to have one of those!"

Madoka looked like she was thinking the idea over herself, "I don't know about me. I'd probably be too scared to fight anything one on one, so I hope I'd get something long range."

" _It's hard to tell"_ Key commiserated, " _Wish Magic can be unpredictable so actually trying to figure out what your weapon will be is hard to impossible. Heck, some Magical Girl's didn't even have physical weapons, their magical might in itself being their weapon."  
_ Sayaka whistled, thinking about what it would be like to control the universe on such a fundamental level as those Magical Girls must've been able to do.

" _One girl"_ continued Key, " _was so powerful that she had to train hard, because she would overdo her energy attacks and dirty her Soul Gem too quickly in battle."_

He glanced at Madoka as he said this, seeming to contemplate something. After a moment, Madoka noticed this.  
"I . . . what is it Key?"

Key shook his head slightly, " _sorry Madoka, just memories. You reminded me of someone, that's all."_

Sayaka was looking at Madoka with some curiosity, "Say Madoka, you were always good at archery? You think your weapon would be a bow?"

Only Key noticed the slight misstep Homura gave at Sayaka's idea.

Madoka put a finger to her chin, "hmmm, that might be nice. That way I could make sure nothing ever snuck up on any of you!"

"Mrs. Tomoe and myself have that well in hand" Homura suddenly said. She hadn't turned around and was still striding forward determinedly. The others exchanged bewildered expressions.

"Anyway," Sayaka said, deciding to ignore Homura's words, "what if I wished for something big, like really big picture? Something like "I wish to save everyone, or I wish do control the energy that Witches make! What did you call it Key, sadness, despair, grief energy?"

Key looked a mite uncomfortable but answered, _"yes, to all."_

"Well, what if I wished to be able to control that?"

Key shook his head, "like I've said before, wishing can be a tricky proposition. Holes left in wishes can be problematic, or even downright deadly. For example, say you wished never be hurt again. Your wish might just make it so you can't feel pain anymore. Not, never receive damage, never feel pain. Or alternatively, depending on the pain you were specifying, like emotional pain, it might forcibly suppress a part of your personality to stop you from ever feeling pain. Such wishes are complicated and may or may not actually be beneficial or permanent."

A moment passed then Key did some sort of equivalence of a mental shrug, "I mean, don't get me wrong, it's not like Kyubey goes our of his way to make sure your wish will turn out badly, but neither will he make a huge effort to make sure you get what you really want. I suppose the two more important things to consider are your intentions and your karmic potential."

"How does that work?"

Key seemed to mull it over for a moment before answering.

"Well, it's a bit hard to explain, but generally, the amount of power that a girl usually has is tied up to their Karmic Potential, which usually correlates to how much they'll effect the world. It's not a foolproof method and in general by any means. Sometimes people who didn't seem to be in any position to enact changes to the world or things like that were granted a large amount of potential. I think it's one of the things that Kyubey likes to study specifically because it doesn't always follow a logical pattern."

He seemed to stare intently at Sayaka and Madoka as he said this, as though he was contemplating something strange about them. Then he continued on.

"The other bit that really can affect your wish is your intentions."

"Yeah, Mami told us about that," Sayaka said, recalling the conversation they'd had with the older Magical Girl.

"She said that we should be careful not to wish for something when it wasn't what we really wanted" Madoka said in a subdued voiced. She stared ahead as she completed the sentence, "she said that if we weren't honest with ourselves that we could end up regretting our wishes."

Key nodded glumly, "indeed. Being a Magical Girl is not often a kind life and if you don't know what your getting into and frivolously use your wish, as most girls do, it's very easy to end up hating yourself and the world at large. Making a grandiose wish without being honest with yourself can can present a whole host of problems aside from benefits. Sometimes more specific Wishes are better. Like the one girl I was with before . . . "

Key broke off, seeming to grow melancholy. The girls recalled the one girl who'd been the catalyst for Key's transformation into his own person and her wish, which was to heal her own mental issues. The resultant power had allowed her to conjure up energy constructs with her mind. Sayaka wondered, wasn't there an American Superhero that did something like that? The Tangerine Candle or something similar? They supposed that that had been a good example of getting the most out of a wish. It had healed that girl of her problem and had given her some very good powers to go along with it. Though, they wondered, would the contract have healed her body anyway, no matter the wish that she made?

"If I made a wish" Sayaka began to ask, "what do you think it would be smart to wish fo-"

"You shouldn't talk about such things" Homura suddenly interjected.  
Everyone looked forward. Homura had stopped walking and was looking back at them, her eyebrows clenched slightly.

"Why-" Madoka began, but Homura spoke again.

"We've already agreed to the obvious, that you shouldn't contract. Discussing these things will not decrease your desire to, especially for what seem like good reasons but are revealed to be foolish in hindsight."

"I was just thinking about it" Sayaka said, a bit heatedly. She really didn't appreciate Homura's implication. "It's not like I was going to contract! You think I'm that stupid!"

Homura simply gazed at Sayaka, whose glare only darkened.

"She never said you were stupid Sayaka" Madoka said in quiet alarm, putting a hand on her friend's shoulder.  
"Yeah, well it sure sounded like it!" Sayaka said angrily.

Homura simply continued to stare at Sayaka blankly before Key spoke up.

" _Girls, girls please calm down! Come on, we're all friends right?!"_ he said, though a part of it did sound like an actual question.

Homura turned her blank stare on him and Key squirmed. Then Madoka stepped between them all. Speaking as confidently as she could.

"Yes, we are all friends! We are!"

There was a moment's silence before Homura nodded and resumed walking.

" _We should hurry so we are not late getting to school"_ Homura said to them telepathically " _we will likely need to enchant some more weapons later on, so be ready for that."_

Key seemed to gulp slightly.

" _Ummm, do we have to do that today? I thought we already had a good store of magical weapons and stuff."_

" _It is prudent to have extras, just in case. Do you have any objections"_ Homura's tone suggested that any objections that Key could have were likely to be very petty.

" _I . . . no, no of course not."_ Key said quickly.

Sayaka noticed that Homura had never once used Key's name in the whole exchange. As the rest of them followed Homura, the blue haired girl contemplated the strange reaction of Homura. Granted, the girl had never exactly been a social butterfly, but this felt out of place somehow. It was very disconcerting in a way. What had changed and why was it so jarring?

Suddenly it came home to Sayaka, this was how Homura had been acting when they had first met. She been rather cold and distant. Though to be fair, she hadn't really improved that much on those fronts in Sayaka's opinion. But even she hadn't been able to deny that after they'd all been able to get together and hash things out (albeit in a very very dramatic and unexpected way) Homura had started to get a bit more agreeable. She'd even started talking to them and spending time with them at meals. Granted, a lot of that talking time was about how to defeat the giant Witch that was coming (and, in Sayaka's opinion, repeatedly preaching on how horrible it was to be a Magical Girl, it got annoying after a bit no matter the truth), but she supposed it was progress.

But now as they walked along, Sayaka noted how Homura was walking slightly apart from them, deflecting conversation, not letting Key ride on her shoulder. She was . . . she was . . . she was cold, informal, unreachable perhaps. It made Sayaka suspicious. Had something happened between Key and her? Sayaka couldn't see Key doing anything bad enough to justify the coldness with with she responded to him whenever he bravely tried to get some conversation rolling with them. So what was her deal?

Breakfast at Mami's was pleasant enough, but that was mostly because the Transfer Student kept to herself and usually only responded when she was spoken to. Mami had been a good host, but Sayaka had caught her glancing at the Transfer Student a few times with a puzzled look on her face. The other slightly interesting thing was that Key, seemingly in some sort of effort to show how grateful he was to Mami for cooking for them, had wolfed down an enormous amount of food. Mami had actually had to step in with a small smile to tell him to leave some for the rest of them.

But soon enough, they'd had to go to school so that had put a damper on any more observations that Sayaka had wanted to try and make. School had been relatively normal (Mrs. Saotome had given a nice lecture on how it wasn't right to make assumptions about people based on first impressions, and managed to tie it to one of their projects instead of what they were sure were some pent up frustrations in her dating life) that Sayaka had only really half-listened to because she was still dwelling on the Transfer Student's behavior.

Hitomi was back in school, apparently none the worse for wear after her unknowing close encounter with death. From her description, she seemed to think that she'd fallen asleep somewhere and had had a very strange dream. She had asked Madoka and Sayaka if they could eat lunch together again since they hadn't in awhile. Both girls had felt bad, and, after a brief telepathic conversation with Homura and Mami, they'd agreed to let Hitomi join them. It had been nice, but it did make Sayaka feel a bit guilty. Hitomi had been Madoka and her's friend since they were really little, but now with all the weird stuff happening, it felt like a wall of sorts had come up between them. Still, it probably was better that Hitomi be kept out of it all. Given all the insane and dangerous stuff that was going on, and the fact that she didn't seem to have the potential to become a Magical Girl herself, Hitomi was probably safer off not knowing about it. Besides, it's not as if the Transfer Student would do anything to help her, not like Mami would!

* * *

Back the apartment, the day had progressed slowly. Key and Nagisa usually tried to find something to watch or play, or just do while the other Girl's were away at school. Mami and Dr. Ryoko had tentatively broached the subject of trying to get Nagisa back "in the system" as it were, but that would probably involve a lot of time and complicated paperwork and, if Ryoko couldn't get official custody, Nagisa would likely go to some sort of Orphanage or Foster Family. No matter how much Mami would've liked to take care of the girl, she was still a minor herself and their relationship was more of a strange mishmash between sibling and parental. It was generally agreed that such things would likely have to wait until Walpurgisnacht was dealt with and they had more time.

Nagisa had been sitting around for about an hour after Mami and the rest had left, feeling bored when Key had said that he just needed to take care of something out in a small alleyway outside of Mami's apartment and that he shouldn't be gone long. Nagisa however, had been very curious (as well as, once again, bored) and had followed after him. Soon, she was near the alley entrance.

 _ **Soundtrack: Harry Potter and the Half Blood Prince OST – Harry and Hermione**_

Nagisa peered around the corner and stared. Key was perched on the side of a large trash bin and was staring down into it, looking a bit nervous. His face tensed up, as though he was in some pain, and his body seemed to shudder. Then he seemed to convulse slightly and suddenly his mouth was open and stuff was coming out of it. He made a retching sound and what looked like a large amount of mush, as though someone had taken random food and thrown it in a blender (along with some black dye), came out of his mouth and flew into the bin. After a moment, the flow ceased and Key grimaced. He shuddered slightly, then seemed to steel himself. He retched again and more food chunks came out. This, however, seemed to be the end of the material and he wiped his mouth slightly as he shook slightly.

Key made to hop down from the bin, but he didn't appear to have fully regained control of his body and slipped. He landed hard on his back and lay there his face showing a distinct expression of pain.

" _Owwww"_ he said. Then he turned his head and spat to the side, as though trying to get a disgusting taste out of his mouth. A small glob of blackish tarry substance came out and landed on the pavement.

Forgetting that she had been hiding, Nagisa hurried out from the corner and over to Key. He didn't seem to notice her at first. But once she came up close, he did and scrambled to get up, schooling his face into a confused expression.

" _N-Nagisa! Wh-what are you- How long have- . . . I mean, shouldn't you be inside?"_ he stammered out.

Nagisa shook her head, not quite sure what to say. She bit her lip and looked to the side. She and Key had mostly just done things for fun in these long hours when the others had been at school, or alternatively, Key had found something fun that she liked while he did some research. But here, she could clearly tell that there was something wrong but . . . what should she do? She didn't like the feeling It reminded her all too clearly of the time back in the hospital when her mother had bee- . . . had been- . . . had been . . . getting worse and nothing she had done could change it. She'd tried doing things to brighten her Mom's mood, making faces, drawing pictures, or even singing songs and they'd made her smile. But her mother would always go back to being sad right after Nagisa was done. The Hospital people hadn't helped, they'd told her to stop making a nuisance of herself and be quiet. Ultimately, Nagisa had met Kyubey and she'd . . . well . . . it had been a mistake.

Nagisa's felt tears spring to her eyes as she thought of her Mom's last days and quickly reached up a hand to wipe them away, trying to stop the loud sniff that erupted out of her. Her mom was de- . . . gone. The nice man . . . thing? . . . that nice person Marethil had told her that Mommy wanted her to help Mami and the others. Nagisa had believed him, she'd had to think on it for a bit, but she'd decided that he'd been right. Her mommy had always told her to be nice to everyone and to stand up for people. She also said that if you did something mean to someone without a good reason, then you needed to make it up to them and . . . well . . . she'd been really mean to Mami. She still remembered what it had been like to be a Witch and one of her most common nightmares was either to be back in that artificial candyland of a Labyrinth, or to awake in the apartment somehow having retransformed into Charlotte and not being able to stop herself from feasting on her new friends.

But she'd hurt Mami, she'd bitten her head o- . . . she'd hurt her and Nagisa had felt like, aside from any other reason, that she needed to help Mami with whatever she needed help with to make up for hurting her. She still hadn't really helped Mami all that much, aside from a few chores and Witch hunts, but Nagisa had enjoyed her time with the older girl. She'd never had an older sister, but this was probably something of how it felt like.

She felt something soft touch her hand and she started. She'd been so lost in thought that she hadn't realized that Key had come up and had placed a warm paw against one of her arms.

" _Is everything alright Nagisa? Why are you crying?"_ his tone was soft and worried as he looked at the tears leaking out of her face.

Nagisa shook her head, banishing the tears that were falling and recalling why she'd walked up to him in the first place.

"No Key, I'm alright. But what about you? What's wrong with you?" she asked insistently.

Key blinked, then looked away with a slightly guilty look on his face.  
" _It's nothing. You don't have to worry about me Nagisa."_

"Do you need some sweets?" Nagisa asked as she crouched down in front of the small creature. "My Mommy gave me sweets sometimes when I was feeling sick so I wouldn't feel so bad. Would that help?"

Key shook his head, _"no Nagisa . . . thank you but no, I don't want any sweets."_

"Then what is?" Nagisa asked pointedly. Key looked to the side, not seeming to want to look at her.

" _I said it's nothing you need worry about Nagisa. Really!"_

Nagisa wasn't having it.

"Key, it's not nice to lie! I saw what you did. You were throwing up! What's wrong? Did Mami cook something that's bad for you?!"

The two of them stood there in silence for a long while. Finally, just as Nagisa had been about to open her mouth again, Key spoke.

" _I don't have a digestive tract"_ Key said quietly, looking away from Nagisa. _"I don't have the ability to process food. When I eat, it just sits in my body, rotting. I needed to get rid of it."_

There was silence for a few moments before Nagisa responded.

"So . . . you can't go to the bathroom?"

Key blinked, then sighed, " _I . . . yes, I can't. Whenever I eat food I have to get rid of it through my mouth again."_

"But why didn't you say anything before? Please tell me Key! I want to help!" Nagisa said, wringing her hands. She didn't get why Key would do something that obviously caused him pain.

Key still didn't look at her. Finally, he answered in an even quieter voice than before, _"I didn't . . . I . . . I didn't want you guys to think I was being rude. I didn't want . . . want you to think I wasn't grateful to you. I didn't want you to think I was like Kyubey."_

His mental voice dropped so low that Nagisa barely heard the last part, " _I wanted you to still want me around."_

Nagisa felt uncomfortable as well as at a loss. She . . . she didn't know what to say. Why would Key ever think that they would think he was like Kyubey? Nagisa hadn't forgotten what he'd done for her, how he'd saved her from the torture that being a Witch had been. Why didn't he get that she wanted him around?

"Key I-" she began, but trailed off.

"We-" she tried again, but couldn't think of what to say.

Nagisa pursed her lips, her eyes darting around as she grasped her dress tightly. She needed to do something, but she couldn't figure out what. After a few moments of silence, she did think of one thing.

Nagisa dropped to her knees and reached out her hands. Key looked a bit surprised, but after a moment, his eyes grew grateful and he moved forward. Nagisa put her arms around his back and pulled him into a hug. Key looped his forepaws around her neck and they both sat there. Nagisa could feel him shaking slightly and buried her face in his fur. He sniffed slightly and Nagisa felt liquid begin to splash on her back and tightened her hold, trying to hold back her own tears.

She didn't let go of Key until he had had a good long cry. Finally though, his shudders seemed to slack off and his tears ran dry. He stepped back and Nagisa stood up. In silence, both of them began to walk back to Mami's apartment.

 _ **Soundtrack: Stellaris OST – Spatial Lullaby**_

But then, they heard what sounded like a ripping sound from behind them and they whirled around.

It looked like there was a horizontal tear beginning to open up in midair. It had no anchor point, nothing seemingly to hold it up. It just hung there, unsupported and widening. Nagisa took a step back in alarm as the tear pulsed slightly. She glanced at Key and he was tense, his back arched like a cat and his eyes were narrowed as he stared at the slowly widening tear.

"Wha-, what is i-it Key?" Nagisa managed to gasp out as the tear widened once again and she took another step back.

" _I-, I . . . don't know"_ Key said, sounding utterly mystified.

"What?" Nagisa said, somewhat incredulously. Key always seemed to be so well informed and knowledgeable about just about everything they'd encountered. So hearing him outright admit that he didn't know what was going on made Nagisa's nervousness ratchet up another level. She shifted from one foot to another.

"May- . . . maybe we should call Mami and the oth-."

" _Shhh_ " Key hissed, his eyes narrowing, " _I can see something!"_

It was true, the crack had widened to such a degree that they could actually see inside of it somewhat. It almost looked as though there was liquid beyond it, held back by whatever forces were creating the crack. As the crack widened, they began to see what looked like landscape, almost as though they were looking into a panorama of a coral reef. But a reef unlike any to be seen on earth. There were glowing plants that cast the scene into sharp relief, their rainbow of lights causing a technicolor explosion of light. Off in the distance they could see what looked like strange fish flitting through the water, some with two back flippers, others looking larger than whales, large enough to have coral growing on them as well, almost like mobile bastions of the reef. Both Key and Nagisa stood transfixed by the scene.

Then something shifted within the portal, close to it, and Nagisa and Key jumped. It was a strange looking creature, being rather large, the size of a small car at least. It stood on several appendages almost like long spindly spider legs, connecting up to a narrow but long body. It had a head ending in what seemed to be a brown beak of sorts, as well as two pairs of appendages coming out in front of it, one of them ending in three fingered hands, the other in crab-like claws. All of it was covered with what seemed like a brown carapace.

The creature turned and while it didn't seem to have any visible eyes, they got the distinct impression that it was aware of them. Yet, they didn't sense any sort of malevolent intent in it. It seemed to simply be observing them with simple caution and curiosity, much like they themselves were doing to it.

The creature raised one of its crab-like appendages and tentatively pushed it forward through the tear in reality. As it passed the threshold however, something seemed to change about it. While it was hard to pinpoint any distinct change, the part that poked through the barrier suddenly seemed to shimmer and shift, fluctuating like it didn't belong. It was distinctly uncomfortable to look at it. The creature seemed to realize this as well for it withdrew the appendage and went back to observing them.

Key's breath caught in his throat. That effect, that . . . uncomfortableness, it had been similar to how Saya had looked. Was this . . . was this how she had come to be here in this universe? Had a tear opened up and she had stumbled through? But then, why was a tear in the fabric of the universe opening up at all?!

The creature was surveying them again, tilting its head. Then it made a sound, a low thrumming bass sound that reverberated towards them and seemed to make the air of the alleyway vibrate. Key tilted his head in response, but then Nagisa made a soft sound of realization.

"Maybe he's talking?"

Key looked at her curiously and she nodded, "lots of normal people here talk differently, so maybe he's trying to talk to us but we can't understand him!"

Key considered it for a moment, then nodded. It was a plausible idea, and Key certainly hadn't felt any sort of aggressive intent yet. Maybe . . . maybe he should try a response.

Key reached out with his mind, using the same method he used for his telepathy, and attempted to form a connecting with the creature. It tilted its head again and made another sound. Key scrunched up his face. He was definitely getting something, but it was almost. . . staticky, as though there was a lot of interference. Maybe if he was closer.

Key took a step forward and the creature seemed to give an encouraging sound. Slowly, cautious but overwhelmed with curiosity, Key moved forward. After a few moments, he was right up next the portal (which appeared to have stopped growing and was somewhat stable.) Hesitantly, Key raised a forepaw. The creature on the other side of the portal reciprocated with one of its a hand.

Deliberately, and alertly Key reached his paw forward. The being reciprocated. Their appendages inched towards each other, and just as they were about to touch, Key suddenly found his paw joined by one of Nagisa's hands.

" _Nagisa! What are you-"_

 _ **Soundtrack: Mass Effect OST – Love Theme**_

But then they're hands had connected right at the threshold of the tear. Key felt all three of their minds link. He blinked at the sensation. It wasn't direct contact, more like they were sitting in the same pool and casually sending images and feelings at will. But there was no evil to it, no anger or hatred. The being was just as curious as them about the tear in reality. It found them just as fascinating as they did it. On some prompting, the creature sent images of itself, moving around what seemed to be an ocean of purple, feasting on some sort of seaweed. Key and Nagisa responded with themselves eating one of Mami's cakes and the being seemed fascinated.

It continued on like this for a bit, with both of them sending images and feelings back and forth. Casually conversing in a way and showing each other bits and pieces of their lives, exploring their respective realities through each other's memories.

How long they sat there, they didn't know, it must've been hours. There was something special about it, something raw and new. Key was awed to see something beyond the bounds of the universe he'd trekked for so long (though he'd never been able to appreciate it until recently) and the creature seemed fascinated in its turn by their world and the bits of it they shared. Nagisa was the same, if not more, constantly asking what things were. The creature seemed to regard her with a sort of paternal fondness. It seemed, if not full grown, at least a bit along in its life-cycle.

There were few words, for the creature didn't seem to converse in such a way, or at least didn't know their language. Instead it seemed to hum and thrum, almost singing as it shared its thoughts and feelings. It's way of thinking was lyrical and almost was like an orchestra playing a tune that ebbed and flowed like currents in the ocean.

There were moments of sadness and horror, as the "subject" of their conversation lead to different things. The Creature showed them predators that lurked in deep trenches and abyss's, that would sometimes crawl forth to harry its people, and the friends and family it had lost to the monsters. The sacrifice shouldered by those who ventured down into the dark places to slay the monsters, some never to return to bright home. Nagisa showed her mother's death, crying as she did so, and her transformation into a Witch. Key in his turn showed his own "birth" and how he had gained intelligence. The creature had seemed horrified at these memories, but it remained sympathetic, empathizing with them. It seemed to pity them as it saw the horrors that they endured, and the enemy that they were faced with.

But then also, were moments of happiness, as when the creature showed itself with others of its own kind, obviously a family of sorts and how they had played together. How it was still fortunate, despite its wandering nature, to know many of its own kind yet living who loved it and how it could spend its days exploring the distant horizon and the wonders that waited there. Key showed the moments when he had saved Mami and she had agreed to be his first friend. How his heart had nearly burst with gratitude as he felt something warm within him as he met someone who he felt would love him. Nagisa showed the times she had spent with Mami, as well as some happier memories of herself and her mother. She also showed (and it seemed to bolster Key just as much as the creature) just how grateful she was to him for saving her, how much she loved him for it.

How long they would've sat there, given the chance, was anybodies guess. Until their friends had found them perhaps. But something else came to interrupt them first.

" _Ah, so here's the new tear"_ came a voice, a voice that Key and Nagisa knew only too well.

For the first time since the conversation began, they wrenched their eyes away and looked back. Kyubey was striding up the alley. Key jerked, his paw almost leaving the portal, but he managed to keep it there.

" _Interesting_ " Kyubey said as he strode up to the tear.

The creature was staring at Kyubey, and the sounds and feelings that were emanating from it now were definitely getting aggressive. It seemed to recognize Kyubey from the memories they'd shared and it was clear that it did not have any sort of fond feelings for the Incubator.

" _I wonder why the creature is making such noises"_ Kyubey said lightly. He had stood behind Key and Nagisa and his tentacles were extending towards the sides of the tear. They could feel something like a static charge in the air. Key realized that Kyubey appeared to be preparing to use a lot of energy.

" _What are you doing?"_ he asked sharply.

Kyubey tilted his head slightly, " _its obvious isn't it, I'm closing up the tear. It's, what you might call a "public hazard." If creatures start coming in through this, Magical Girls could end up fighting them instead of Witches and we all know what a mess that would be."_

" _Bu-but-"_ Key spluttered, at a loss for what to do. " _It's a whole other universe!"_ he said desperately. " _Think of all you could learn from it!"_

Kyubey nodded, " _I certainly could learn a lot, but in a controlled environment. I have already recorded all the data and sensations I could from this encounter and it will be archived, to be used or studied later in a, as I said, controlled environment. This alleyway is not controlled and stands a chance of interference with the mission. If I was able to sense the portal, how long until Magical Girls and Witches find it? Besides, it appears that its not working properly anyway. You cannot cross through it and adjust to the other Universe's physical laws, can you?"_

"But what about him?!" Nagisa said with panic, gesturing with her free hand towards the creature that was watching the proceedings with a cautious edge to it.  
" _What about him?"_ Kyubey asked in that maddeningly nonchalant tone he always used.

"He's our friend!" Nagisa said loudly, tears beginning to leak into her eyes.

" _That is not pertinent"_ Kyubey said matter-of-factly. Key and Nagisa looked back despairingly at the creature. They could fight, but what would that accomplish? Kyubey would merely send another drone when they weren't around to close the portal, assuming that the power he was channeling at the moment wouldn't beat them outright. But they didn't want to lose their new friend!

The creature seemed to have understood what was going on and was looking at them. They felt it send some new thoughts and stiffened. It was telling them goodbye.

"Can we see you again?!" Nagisa said desperately. The creature turned its head away for a moment, then it turned back.

The next few moments contained an eternity as their minds met closer than they had during any point of that day. The creature sung of its wonder at the meeting, of how grateful it was to have seen them, to have a once in a lifetime experience like this. It held both Key and Nagisa in its mental embrace, singing words and sounds of comfort to them. As long as they would live, Key and Nagisa would never truly forget that moment, as the creature sung to them, telling them how happy it was to know them, how sorry it was that it could not help them, and how it would always think of them and hope for their lives to be full of joy.

Then, the tear snapped close, and it was gone. Key and Nagisa stumbled, caught by the sudden emptiness that engulfed them as the creature was cut off from them, almost certainly never to be seen again. Nagisa crumpled to her knees and began to shiver, holding herslef with her hands. Key sniffed trying to keep himself under control. In a flash, almost as though they had planned it, Nagisa opened her arms and Key leapt into them, the two taking whatever solace they could in each other's embrace.

" _It will be interesting to use this data to add to our long term projects"_ Kyubey said as he stared at the spot where the portal had closed. And with that, he turned around and began walking away.

" _Wait!"_ Key cried out. He didn't want to do anything at the moment except curl up with Nagisa and mourn their lost friend, but he needed to know something. Kyubey stopped and peered back at him.

" _Yo- . . . you said that this was a new tear"_ Key choked out. Kyubey watched impassively, so he continued.

" _S-so there have been more of these tears?"_ Key asked.

" _Indeed, it's an inconvenience to have to close them. But if we allowed them to remain open, enemies other than Witches might appear and we would lose more Magical Girls than necessary."_

Key blinked, struck by a sudden idea.

" _Did . . . did Saya, the one eldritch monster from the hospital . . . did she come through one of these portals?_ "

Kyubey answered in his usual light, nonchalant manner, _"it is possible, though without having seen her arrive I cannot make any statement on the matter."_

Kyubey looked up towards the sky, " _it is rather odd though. These tears started appearing at an abnormal frequency within the past few weeks. The same time as the whole business with you breaking down and the anomaly Homura Akemi appears. Odd. I wonder if the two incidents are related. Perhaps not, after all, correlation does not equal causation. Still, it is worth looking into."_

With that he was off with a swish of his tail.

A few minutes later, after Key and Nagisa had had time to get a handle on themselves (and Key had cleansed Nagisa's Soul Gem) they had headed back up to the apartment. It was the afternoon and they both settled down on one of Mami's couches.

Nagisa sniffed, still shaking slightly. She glanced at Key, who looked back.

"Do-don't leave me K-Key" Nagisa said suddenly as she looked at the small white-furred creature. Key blinked.

"Your one of my only friends, and I . . . I . . . I don't want to lose you too!" Nagisa finished.

Key padded over to her and put a paw on her knee, smiling up at her.  
 _"Nagisa, I made a promise to Mami and it stands for you too. I promised that I'd never let you become a Witch, or that I'd save you from being one. I stand by that promise."_

Nagisa sniffed. That wasn't exactly what she'd asked, but she supposed that it might go hand in hand that Key would have to stick around to keep that promise. Still, she did feel a bit better and smiled down at Key.

"Thanks Key. You're really fun to have around and your one of my best friends."

Key smiled gratefully, looking at the table in front of them.

"I mean" Nagisa said, continuing with the praise, "you're like an Angel compared to Kyubey!"

Key froze, still as a statue, then he slowly looked at Nagisa with an uncomfortable look on his face.  
" _Nagisa . . . please don't call me that."_

Nagisa was surprised by his look and tone.  
"Call you what?"

" _An Angel. Please don't call me that again."_

Nagisa tilted her head, still confused.

"Why not?"

Key shifted uncomfortably, looking away from Nagisa. He sighed slightly, but then seemed to brighten up.  
" _Nagisa, how about I tell you a story to pass the time! A story of brave knights and evil villains! A true story."_

Nagisa thought for a moment, then nodded eagerly. She needed something to distract her from the experiences she'd just had. She turned towards him, getting herself comfortable as Key began.

" _Today her name has changed slightly. But back in her day, she was known . . . as Jeanne D'Arc. And she once called me an Angel . . . and her friend."_

* * *

That evening's training session had been relatively standard as far as these things seemed to go. Just more training against oil drums and barrels as well as trying to figure out how to combine their powers in unique ways.

Sayaka had yawned, wishing that she could do something to help. Maybe she should ask for a Magical Weapon. Yeah, that might work! They could enchant things after all, so maybe she should try and get an enchanted sword or something. Then, as Sayaka turned to look around, her eyes fell on the transfer student. Homura was staring off into the distance at a skyscraper. Her head was turned away but it was an unblinking stare. What was so interesting about it?

Then, Homura seemed to suddenly shift slightly, as though she was an animation and had skipped a frame or two. It was subtle, but she had instantaneously shifted from one position to a similar but not quite the same position. Sayaka narrowed her eyes slightly.

" _She just stopped time and then let it start again . . . but why? Why didn't she bring us into it? What's she got to hide?"_

Homura glanced around and Sayaka reschooled her face and looked back at the lesson in progress. Internally however, she was pondering the meaning of what she'd just seen. Of course, it wasn't particularly that Homura had used her ability that made Sayaka suspicious, it was more the fact that the girl had used them at a time when there didn't seem to be much call or reason to do so, and had obviously been trying to avoid the rest of them noticing. Perhaps Sayaka was being paranoid, but she wanted to know what Homura was sneaking off to do. While she didn't think that the transfer student was someone to look out for anymore, at least not in the same way as before, Sayaka still found her remote, condescending, and extremely hard to get a read on.

That worried her. Sayaka wasn't sure if she trusted the transfer student. She could understand Madoka, that girl could be friends with anyone. Mami and Nagisa had the excuse of the whole "Magical Girl turn into Witches" reveal thing so that they probably felt like they owed the Transfer Student something. Key even moreso because the girl had taken him in (though the darker part of Sayaka suspected that the Transfer Student was just using him while he was, well, useful). But Sayaka wasn't buying it. The girl acted way too smug and comfortable in her opinion. Once they'd sat down and talked (aside from that one moment where she'd seemed completely flatfooted by Mami and Key) the Transfer Student had fallen into her role way too neatly.

It was a bit hard to explain, but Sayaka felt like the girl had just skipped any sort of "integrate into the group" stage and moved right on to giving orders about how they were going to fight Walpurgisnacht. It was valuable advice, sure, but who was she to just come in and start giving them orders. It really, **really** grated Sayaka to just sit around and give occasional comments. She wished she could be a real participant, do something useful. She wished she could grab a sword and save every single Magical Girl and Wi-.

There it was really, she supposed. For all that she'd revealed to them about how Magical Girls turned into Witches (or at least, supported Key when he did so), Sayaka had yet to see her truly treat it with the gravity it deserved. If she was honest, the knowledge of the true nature of the whole Magical Girl System was one of the main reasons that Sayaka had not contracted yet. That one visit with Kyosuke where he'd shouted had hurt . . . a lot. Her subsequent refusal of a wish hadn't helped. It had made her feel so . . . so . . . useless. But at least she felt something, not like that Transfer Student. She always just stood there with her blank eyes. Sure Sayaka had seen her get surprised a few times, but she always seemed to default to those blank eyes and that condescending tone (especially when talking to her it seemed.) She never seemed to feel sorry or sad about all the horrible stuff that went on with Magical Girls and Witches.

Sayaka didn't trust her, not fully anyway, and she didn't see the need to treat her like she was some hurt puppy, not up until she started treating things with the respect they deserved.

* * *

Homura had brusquely announced after the training session that something had come up that she needed to attend to. She'd also mentioned that she might be busy for the next few days after school and not to worry about it if they didn't see her too much. Upon being asked about what she was doing, she gave a vague answer about "investigating new leads and procuring new resources for fighting Walpurgisnacht" and left it at that. It had been a bit of a stiff moment but nobody had really known what to say to her. Not even Madoka or Key seemed to know.

That night, Key had noticed that Homura had started locking her door again (funny, he hadn't noticed that she'd stopped doing that). She'd also made no more mention of where she was going and what she was doing when she was off on her own.

However, he had other things to think about, because earlier that day, Dr. Tanbo had called them to say that she would be heading out to investigate a likely spot for one of Dr. Ogai's safehouses, and hopefully they would discover something to their advantage about Saya there. She had arranged to pick up Mami and Key after school the next day as they had volunteered to go with her. Hopefully what they found would shed some light on the creature and possible ways to deal with it.

* * *

 _ **Soundtrack: Puella Magi Madoka Magica OST – Puella in Somnio**_

Homura leaned back against the wall and finally let her body relax. It had been poker stiff for so long that she felt her muscles ache as she let them sag. She sucked in a gasp of air and continued to breath that way, each breath coming long and hard as she put her hands up to her face and cradled it. Slowly, she slid down the wall of the alleyway, coming to sit on the ground as the sun continued to set and night came on.

Why, why did this always happen. No matter what, no matter what small joy she managed to get, no matter what small progress she made, there was always something to counteract it, or she was being deluded. She'd woken that morning after those dreams, and had reminded herself that she'd been entirely too lax this time around. She'd become accustomed to Key, forgetting that he was still an Incubator, one of Kyubey's things, in spite of his friendly attitude and reformation. Who knows what went on in that alien mind of his. She'd trusted Kyubey once, and look where that had led her, she couldn't really afford to trust Key, or anyone else for that matter. They all had no idea what was truly going on and all only ended up disappointing her over and over again. Except Madoka that is and even then, Madoka seemed never to understand what Homura was trying to do. Why did she still contract so many times when Homura had promised her that she would save her from that horrible fate?

The reminder of her laxness had prompted her to be a bit more wary, and thus, she'd noticed the flash of something on a nearby skyscraper during one of their training sessions and had used her time stopping ability to investigate. She'd been slightly surprised, but not as much as she might've been to find Oriko there. She appeared off and on in her time-loops, though never as devastatingly as the first time. Homura usually made sure that she wasn't scheming anything against Madoka at the beginning of the time-loop. If she wasn't, then the odds of her being a threat were astronomically low.

Homura might've taken care of Oriko and Kirika right then and there, but the fact that Kyoko and Yuma were there held her back. It was a bit shocking, as anything new in the time loop was for her (this loop being full of shocks did not diminish this one). Kyoko was a regular fixture in her loops. Often she came back to Mitakihara for one reason or another. Whether to compete with Mami, to join her, or just for kicks, something always seemed to draw Kyoko back to the city. Of all the people Homura had to try and shepherd along, Kyoko was probably the one she had the most respect for, or at least regarded with the least amount of annoyance and disdain.

The girl was, for the most part, a realist and was often open to partnership, provided she got something out of it. Even with her main powers not working, she was one of the most powerful Magical Girls there was (Homura would place her in the top brackets just below herself, Mami, and Madoka). Come the fight with Walpurgisnacht and Kyoko was always a welcome ally, surprisingly loyal too. Though, Homura did face some frustrations if the girl ever got involved with the others beyond a simple business deal. Mami and Kyoko had a complicated history and Kyoko nearly always hurt Mami's effectiveness by virtue of being a reminder of things that she'd lost. It was a trade off really, Mami's enormous skill and naivety against Kyoko's lesser skill but pragmatism. Though honestly, Homura had gained the impression that Kyoko's front of callousness was deliberate to keep anyone from getting close to her.

Then there was Yuma. Honestly, Homura didn't know much about her beyond the basics. Orphan, on and off Magical Girl (more off than on, considering how few times she appeared in her time loops), and apparently fodder for whatever scheme Oriko liked to pull. But when she did appear in Homura's path, it was almost always with Kyoko. Yuma was one of the things that broke Kyoko's image of devil-may-care selfishness. The young girl was typically meek and unassuming and wouldn't last long as a Magical Girl without Kyoko there to help her (though looking at her, Homura didn't see any Soul Gem, so it was possible that she wasn't a Magical Girl yet this time through).

But getting back to the matter hand Homura, no matter how much she was tempted, didn't feel she could do anything in front of Kyoko without potentially jeopardizing her as an ally. No, she needed to be more subtle until she had all the pieces. So she'd slipped away back through the door of the roof (forgetting to close the door behind her), and had investigated Oriko's mansion and usual haunts. There was no evidence that she was brewing up bombs or anything major, at least nothing written down or on computers, so she'd been forced to give up for the time and go back to her own group. She'd then stalked Oriko, thinking on whether or not she should simply take here out then and there. That idea had been delayed as Oriko had met with Komaki Asako and had made plans to meet the next day. If she had removed Oriko before the meeting, it might've looked suspicious. Komaki was not someone she had much contact with at all, but the girl was still a Magical Girl, and might look into the disappearance of Oriko. Thus, Homura had spied on the two, though she'd not been able to hear their conversation very much. After she'd left, Homura had decided that enough was enough and that it was time to remove Oriko from the equation. But not before she found out what her game was this time around.

Homura had known she had to do it. If left unchecked, Oriko would likely do something drastic that would've upended all the tentative progress that had been made thus far. Oriko was a danger and needed to either be brought under control or eliminated. It should've been easy to deal with her.

It should've been.

Homura had held herself together fairly well for the interrogation and the trip to get Kirika afterwards. But her insides had been icy and, at times, nauseous. Reminders of what Oriko had done to Madoka were a potent remedy, but they had made her angry, which was only slightly better, and it didn't last. She'd almost given away Madoka a few times, luckily Oriko had seemed to think she was referring to Key the Incubator. And now, as she lay up against a wall in the sanctuary of her time-stop she shuddered slightly. Now she had more on her plate, now she had to control Oriko, try and anticipate her and make sure she didn't go off the rails. She had to direct her to possibly contrive Kyoko meeting up with her and them agreeing to fight Walpurgisnacht together as well as Komaki Asako. She also now knew that the one that she had regained suspicions for, the one that had seemed a salvation for this loop, might now be a threat even greater than Walpurgisnacht.

Why oh why had she ever felt like she could trust them, trust any of them? Why did she keep doing this to herself? Why was she so so useless, so so weak, why did she ever feel that she was worthy to be protector for her only friend Mado-"

Homura felt a liquid on her hands and froze. She couldn't be crying! She shouldn't be crying, she was supposed to be strong! But even worse, if she was crying then-.

She held up her hand and blanched at the amount of corruption swirling within her gem. What felt like a cold bucket seemed to drench her and she swiftly reached into her shield and grabbed something. Her hand came away and clutched in it was a Grief Seed. Key had asked them to give up their Grief Seeds for him to cure. But Homura hadn't been willing yet to do so and had only surrendered a token amount, secretly keeping the rest for herself, (even if some part of her felt guilty for the deception).

She hastily put the Grief Seed to her Soul Gem and sighed in relief as the black corruption and despair streamed out. Despair and Grief of the sort that occurred within Soul Gems was in some ways a bit different from normal emotions. Oftentimes it was an amplifier, seizing on already present traumas and emotions and generating energy based off of those. Failing at that, it would simply bombard the victim with feelings of worthlessness and despair, whether it was appropriate or not. The feelings generated by the Despair/Grief energy dissipated when the energy was removed. Homura did idly wondered if the energy would dissipate or return to its base form if it wasn't housed in a Soul Gem or Grief Seed, after all, the Incubators were doing this to harvest emotions by turning them into energy, so it stood to reason that Despair might not be it's natural form. Unfortunately for her, she had multitudinous failings that were good fodder for despair.

Homura gritted her teeth as part of the strong emotions fled, though the majority of it remained even as her Soul Gem flared brightly. With practiced ease, she forced the feelings down and stood up, wiping her eyes. She had to be strong, she had to endure. No one else would understand, no one else would help her. She alone had to bear the burden. She alone would save Madoka. Madoka's happiness was all that mattered. Even if she had to become a monster to save her, she would.

It was her wish after all.

* * *

 _ **Soundtrack: Saya No Uta OST - Sabbath**_

Fuminori smiled and laughed. He felt better than he had in months. True the world around him still looked like a nightmare, but the fact that he was sitting at a table with his friends made him feel better. Even more so, the fact that his friends looked **human** was even more important.

He'd been apprehensive, worried that Yoh would've gone back to looking like a monster when he'd next saw her. But when he'd gone to meet her the next day, she'd still been there, smiling nervously, the one beautiful human face in a crowd of monsters. He hadn't been able to resist hugging her again and Yoh, though she'd seemed a bit uncomfortable had let him do so. They'd talked for awhile afterwards, about unimportant things as she led him to a meeting she'd apparently arranged with his two other friends, Koji and Omi. As they had come into what Funimori knew was a cafe, he'd been bracing himself for dissapointment, telling himself that there was no sense in expecting the fluke of Yoh's appearance to repeat. But then he'd heard his best friend's voice calling him and had turned. Koji had been waving and Fuminori hadn't been able to resist the grin that had threatened to split his face.

It had been a glorious evening. There hadn't even really been anything important talked about and Fuminori had had to refuse any sort of food or drink (he was still trying to find something that didn't make him sick at the sight of it, Saya was experimenting on that front). Fuminori had absorbed any and all details about how their lives were going like a glass of water in the desert. It almost felt for a bit like things were back to normal in spite of how his world looked. It had been so good to see his friends again that he'd lost track of time and had talked for hours and hours. Finally however, his friends had had to go home, and so had he. They'd made agreements to meet the next day and Fuminori hadn't been able to resist giving each of them a hug in turn.

When he'd hugged Koji, he'd whispered in Fuminori's ear, "hey man, I know something's bothering you. Just want you to know you can trust me to talk to about it. Okay?"

That had brought Fuminori up short. As he'd trekked home he'd thought it over. He knew that if he came clean with his condition he'd likely be put in a mental institution for the rest of his life. He didn't want that, he wasn't weak! But at the same time, it had felt so good talking to his friends again, seeing them as normal people again. Maybe this new development meant that more things would start looking normal? Maybe he could be cured without any outside help! Well, if that happened he couldn't wait to introduce Saya to them!

He had hummed happily and even skipped a bit as he'd come home, ignoring the gurgles of the monster that he thought must probably be his neighbor. After he'd gotten inside his home, he'd sighed contentedly. True, his problems weren't over and he knew it, but for the moment he wanted to bask in this feeling of contentedness.

He heard the sound of footsteps and saw Saya coming down the hallway. He smiled broadly at her and she smiled faintly back.

"How . . . how was your day Fuminori?" she asked quietly.

"It was great!" Fuminori said brightly. He launched into a recounting of his day as he and Saya sat down and he ate the food she prepared for him (it still tasted and looked awful, but he wasn't going to say that to Saya unless she asked).

Saya had seemed enraptured by his description, asking questions about his friends and the simple goings on of the outside world. She almost seemed like a child who'd been shut up for years in a dark room, and to whom any sort of information about life was precious.

As he thought of the analogy, something did make Fuminori feel a bit uncomfortable. He'd been drawn to Saya, some might even say, obsessed with her. A part of that had undoubtedly come from the fact that she was a girl, and everyone else had looked like a horrible monster. But now that he could see Omi and Yoh as normal (honestly he was more thinking about Yoh) it was brought home to him just how young Saya looked. She was not a full aged woman by any stretch of the word and it made him feel distinctly uncomfortable the way he . . . well the way he'd probably been looking at her before.

To be sure, he still loved Saya and she was still the main balm he had in this insane world. He really hoped that he could show her to his friends and they could become friends with each other. Or even perhaps he could find Dr. Ogai and he could help them all with some research. Surely he must've figured something out if he'd been gone for so long. Or even possibly that white creature. If he'd been the one to help Fuminori's friends look normal again, maybe he could help!

Fuminori just needed to find him.

* * *

Saya hummed softly to herself. Fuminori was asleep in bed, sleeping soundly for once, but she was up and about, pacing the house (or at least, that was what she would've seemed to be doing to Fuminori). She was happy to see Fuminori so happy, but it also made her feel conflicted. She hadn't been blind to how depressed he'd been when he wasn't spending time with her. Well, even during time with her, he'd still seemed miserable at the bottom of it all, clinging to her as though he'd go insane otherwise. She'd even a few times considered offering herself to him as she'd read that sexual activity could cause dopamine to be release and give feelings of wellbeing, but something had held her back, or else, she hadn't felt that they were far enough along in their relationship. She'd seen him slowly start to sink into a depression that she wasn't sure she could alleviate. Now however, it seemed that he was feeling better and she was happy for that. But she was also concerned because the cause of Fuminori's happiness seemed to be that he could see his friends as normal to him again. She worried that he'd lose interest in her and leave her alone and . . . she loved him.

But even then . . . was her love healthy for him? She knew that he'd had a very hard time of it ever since his accident and that she'd been a balm to him. But if the option was there for him to be cured, shouldn't she or that white thing cure him. If it was a choice between Fuminori finding happiness only in her, or him managing to find his happiness with his more long lasting friends and partners . . . could she do that?

And if this continued, what if he started seeing her differently as well?

Her eyes snapped shut and she slumped against a wall (or at least it would've looked like that to Fuminori). He would've seen her curl up and put her hands over her head and sniff loudly.

It scared her to be honest. She was scared of being alone, of not having Fuminori with her. She was scared of what she might become if she were left to her own devices, she'd changed so much since she'd met Fuminori. She was scared of going back to the place she'd been before, terrified. She was scared of Fuminori seeing her as a monster and of the love he felt turning to hatred and disgust. The thought of Fuminori's face that looked on her with kindness and love, twisting up in fear, horror, and hate chilled her to her core.

But somewhere deep inside her, lurking in her subconscious, there lived a different fear. A fear of what she was doing to Fuminori. She worried that her love for him was changing him, that it was twisting him. What would Fuminori do for her, and she for him? It wasn't as though she had some great concern for the rest of the creatures of this world. She only had regard for Fuminori and Dr. Ogai. But there again, something conflicted in her. If Fuminori valued his friends, didn't that mean that they might have some value too? And if other people could love each other like she did Fuminori, did that give her any right to treat them like . . . like . . . like how she had been?

Did she even love Fuminori? Of course she did, that was a stupid question. She'd read many romance novels and other such things while she was with Dr. Ogai and in fact, she'd started desiring love from that. But now, in her experience, there was something odd about this love. It had been far more about her simply being with Fuminori, of giving him reassurance that she was still with him, that she cared for him. How had it happened? There was no explosive acts pf passion yet, much more common were simple actions that nevertheless made her and Fuminori feel good and appreciated.

Did she even know what love was?

She wasn't sure, but as she paced further, trying to get her twisted mind to figure out the conundrum, she knew one thing for sure. If it came a choice between Fuminori's happiness and hers, between his health and staying with her, between . . . whatever. She would choose Fuminori.

She just hoped that her past was well and truly left behind her in that tear she'd stumbled out of. Hoped and prayed, because if it followed her . . . may that God Fuminori had once told her of have mercy on Fuminori and his kind.

 _ **Soundtrack: Puella Magi Madoka Magica OST - End Credits (Magia)**_

* * *

 **Author's Note: So yeah, all that happened. Some more setup in this chapter as well as a peak at how some of the characters are doing. I hope that the shorter length was to the chapter's benefit and not its detriment. If you feel like it wasn't a good thing, let me know. While the plot might not have moved very much in this chapter, a big part of Madoka was the emotional states of the characters and how that ended up affecting there actions (often in negative ways). So I feel that it is important, especially in a written format like this to get a good handle on the way these characters are feeling, because be sure that it's going to be important for how they act, view others and (possible most importantly) themselves.**

 **Have a good day!**


End file.
